UNDERWRITING AGREEMENT

May 20, 2026

iFabric Corp.
525 Denison Street, Unit 1
Markham, ON L3R 1B8

Attention: Hylton Karon, President & Chief Executive Officer

Hylton Karon & Susan Karon
525 Denison St., Unit 1
Markham, ON L3R 1B8

Beacon Securities Limited, as lead underwriter (the "Lead Underwriter"), and Stifel Nicolaus Canada Inc., ATB Capital Markets Corp. and Haywood Securities Inc. (together with the Lead Underwriter, the "Underwriters"), based upon and subject to the terms and conditions set out below, hereby severally, and not jointly, nor jointly and severally, in their respective percentages as set out in Section 15 below, offer to purchase from: (i) iFabric Corp. (the "Company"), and the Company desires to issue and sell to the Underwriters, at the Closing Time (as defined below), 5,406,000 Common Shares (as defined below) (the "Treasury Shares") on a "bought deal" underwritten basis, at a price of $3.70 (the "Offering Price") per Treasury Share (the "Treasury Offering") for aggregate gross proceeds to the Company of $20,002,200; and (ii) Hylton Karon and Susan Karon (collectively, the "Selling Shareholders" and individually, each a "Selling Shareholder"), and the Selling Shareholders desire to sell to the Underwriters, at the Closing Time, 1,352,000 Common Shares (the "Secondary Shares", and collectively with the Treasury Shares, the "Offered Shares") on a "bought deal" underwritten basis, at the Offering Price per Secondary Share (the "Secondary Offering", and together with the Treasury Offering, the "Offering") for aggregate gross proceeds to the Selling Shareholders of $5,002,400 and total aggregate gross proceeds of the Offering of $25,004,600.

The Company hereby grants to the Underwriters an option (the "Over-Allotment Option") for the purpose of satisfying over-allotments, if any, and for market stabilization purposes by the Underwriters. The Over-Allotment Option shall entitle the Underwriters to purchase up to an additional 810,900 Common Shares from the Company (each, an "Option Share", and collectively, the "Option Shares") at the Offering Price per Option Share. The Over-Allotment Option may be exercised in whole or in part at any time and from time to time by the Lead Underwriter, on behalf of the Underwriters, up to 30 days following the Closing Date (as defined below) by giving written notice to the Company at or at any time prior to 5:00 p.m. (Toronto time) 30 days following the Closing (the "Option Expiry Date") specifying the number of Option Shares in respect of which the Over-Allotment Option is at such time being exercised. The closing date for the Over-Allotment Option (the "Option Closing Date") shall be determined by the Lead Underwriter, on behalf of the Underwriters.

Unless the context otherwise requires, all references to “Offered Shares” and “Treasury Shares” in this Agreement (as defined below) shall include any Option Shares issued on exercise of the Over-Allotment Option.

We understand that the Company is eligible to file, and shall, on May 20, 2026, prepare and file a preliminary short form prospectus (the “Preliminary Prospectus”), pursuant to the Passport Procedures (as defined below), electing the Ontario Securities Commission as the principal regulator, and obtain a decision document issued by the Ontario Securities Commission, as principal regulator, evidencing that a receipt (or deemed receipt) has been issued for the Preliminary Prospectus in each of the Qualifying Jurisdictions (as defined below). The Underwriters also understand that the Company shall prepare and will file within the time limits and on the terms set out below a (final) short form prospectus (the “Final Prospectus”), and all other necessary documents in order to qualify the Offered Shares for distribution to the public in each of the Qualifying Jurisdictions.

The Offered Shares will be distributed in the Qualifying Jurisdictions by the Underwriters pursuant to the Prospectuses, and in jurisdictions other than the Qualifying Jurisdictions and the United States (the “Other Jurisdictions”) wherein the filing of a prospectus, registration statement, offering memorandum or any other notice or document with respect to the distribution of the Offered Shares in such Other Jurisdiction shall not be required. The Treasury Shares will be distributed in the United States on a private placement basis in compliance with U.S. Securities Laws (as defined below) and pursuant to the exemptions from registration provided by (i) Rule 144A under the U.S. Securities Act to persons reasonably believed to be Qualified Institutional Buyers (as defined below), (ii) Rule 506(b) of Regulation D under the U.S. Securities Act to U.S. Accredited Investors (as defined below) and/or (iii) Section 4(a)(2) of the U.S. Securities Act, in each case in compliance with Schedule “A” to this Agreement, which forms part of this Agreement. No Secondary Shares will be sold in the United States as part of the Secondary Offering.

In consideration of the Underwriters’ agreement to purchase the Offered Shares which will result from the acceptance of this offer by the Company and the Selling Shareholders, respectively, and, to the extent that the Over-Allotment Option is exercised, by the Company for the applicable Option Shares, and in consideration of the services to be rendered by the Underwriters in connection therewith: (i) the Company agrees to pay to the Underwriters, at the Closing Time and the Option Closing Time (if applicable), a fee equal to 6.0% of the aggregate purchase price of the Treasury Shares issued and sold under the Treasury Offering; (ii) the Selling Shareholders agree to pay to the Underwriters, at the Closing Time, a fee equal to 3.0% of the aggregate purchase price of the Secondary Shares sold under the Secondary Offering (collectively, the “Underwriting Fee”); and (iii) the Company agrees to issue and delivery to the Underwriters that number of compensation options (the “Compensation Options”) as is equal to 6.0% of the number of Treasury Shares sold under the Offering. Each Compensation Option will be exercisable to acquire one Common Share (a “Compensation Option Share”) at a price of $4.05 per Compensation Option Share for a period of 24 months from the Closing Date.

Terms and Conditions

1. Definitions and Interpretation

1.1 Whenever used in this Agreement:

"Agreement" means this underwriting agreement dated May 20, 2026 among the Underwriters, the Selling Shareholders and the Company;

"Applicable Securities Laws" means the Canadian Securities Laws, the U.S. Securities Laws and all applicable securities laws in the Other Jurisdictions;

"Auditors" means BDO Canada LLP, the auditors of the Company;

"Authorizations" means any approval, consent, exemption, ruling, authorization, notice, registration, permit, including an import permit or export permit, or acknowledgement that may be required from any Governmental Authority pursuant to applicable Law, or which is otherwise required under applicable Law for the parties to perform their obligations under this Agreement or in relation to the Business, including any ethical review board approval or other authorization for a study, or other authorizations related to the Business;

"Bought Deal Marketing Materials" means the documents dated May 13, 2026 and May 14, 2026, each entitled "Bought Deal Public Offering of Common Shares" that each constitute the Template Version of Marketing Materials that is required to be filed with the Securities Commissions in accordance with NI 44-101;

"Business" means the business of the Company and its Subsidiaries as presently conducted or as proposed to be conducted and as more particularly described in the Prospectuses;

"Business Assets" means all tangible and intangible property, including, without limitation, the Intellectual Property Rights, and assets owned (either directly or indirectly), leased, licensed, loaned, operated or used, including all real property, fixed assets, facilities, equipment, inventories and accounts receivable, by the Company and the Subsidiaries in connection with the Business;

"Business Day" means a day which is not a Saturday, a Sunday or a statutory or civic holiday in Toronto, Ontario;

"Canadian Securities Laws" means, collectively, and as the context may require, the securities legislation, regulations and the policies of the Securities Commissions;

"Claim" has the meaning ascribed thereto in Section 11.3;

"Closing Date" means June 4, 2026, or such other date as the Company and the Lead Underwriter, on behalf of the Underwriters, may mutually agree, each acting reasonably;

"Closing Time" means 8:00 a.m. (Toronto time) on the Closing Date, or such other time on the Closing Date as the Company and the Lead Underwriter, on behalf of the Underwriters, may mutually agree, each acting reasonably;

"Common Shares" means common shares in the capital of the Company, and a "Common Share" means any one of them;

"Company" has the meaning ascribed thereto on the first page of this Agreement;

"Company Financial Statements" means: (i) the Company's audited consolidated financial statements for the financial years ended December 31, 2025 and 2024, together with the notes thereto and independent auditors' report thereon; and (ii) the Company's unaudited condensed consolidated interim financial statements for the three months ended March 31, 2026, together with the notes thereto;

"Compensation Option Certificates" means the certificates issued to the Underwriters representing the Compensation Options;

"Compensation Option Share" has the meaning ascribed thereto on page 2 of the Agreement.

"Compensation Options" has the meaning ascribed thereto on page 2 of the Agreement.

"Debt Instrument" means any and all loans, bonds, notes, debentures, indentures, promissory notes, mortgages, guarantees or other instruments evidencing indebtedness (demand or otherwise) for borrowed money or other liability to which the Company or a Subsidiary are a party or to which their property or assets are otherwise bound;

"distribution" means a "distribution" or "distribution to the public" within the meaning of such terms under Canadian Securities Laws;

"Employee Plans" has the meaning ascribed thereto in Section 8.1.67;

"Engagement Letter" means the engagement letter dated May 13, 2026, as amended on May 14, 2026, among the Lead Underwriter, the Company and the Selling Shareholders, in respect of the Offering;

"Environmental and Health Laws" has the meaning ascribed thereto in Section 8.1.57;

"Final Prospectus" has the meaning given to that term on page 2 of this Agreement and for greater certainty includes the documents incorporated by reference therein;

"Governmental Authorities" means governments, regulatory authorities, governmental departments, agencies, commissions, bureaus, officials, ministers, Crown corporations, courts, bodies, boards, tribunals or dispute settlement panels or other law, rule or regulation-making organizations or entities, including aboriginal and

Inuit organizations or entities: (a) having jurisdiction on behalf of any nation, province, territory or state or any other geographic or political subdivision of any of them; or (b) exercising, or entitled to exercise any administrative, executive, judicial, legislative, policy, regulatory or taxing authority or power;

“Hazardous Substances” has the meaning ascribed thereto in Section 8.1.57;

“Indemnified Parties” has the meaning ascribed thereto in Section 11.5;

“Indemnitors” has the meaning ascribed thereto in Section 11.1;

“Intellectual Property Rights” means all industrial and other intellectual property rights comprising (a) trademarks, trade dress, trade and business names, branding, brand names, logos, design rights, corporate names and domain names and other similar designations of source, sponsorship, association or origin, together with the goodwill symbolized by any of the foregoing; (b) internet domain names registered by any authorized private registrar or Governmental Authorities, web addresses, web pages, website and URLs; (c) works of authorship, expressions, designs and industrial design registrations, whether or not copyrightable, including copyrights and copyrightable works, Software and firmware, data, data files, and databases and other specifications and documentation; (d) inventions, discoveries, trade secrets, business and technical information, know-how, databases, data collections, patent disclosures and other confidential or proprietary information; and (e) all industrial and other intellectual property rights, and all rights, interests and protections that are associated with, equivalent or similar to, or required for the exercise of, any of the foregoing, however arising, in each case whether registered or unregistered, such registered rights including patent, trademark, industrial design and copyright, and including all registrations and applications for, and renewals or extensions of, such rights or forms of protection under the Laws of any jurisdiction which the Company or any Subsidiary materially operates;

“IT Systems” has the meaning ascribed thereto in Section 8.1.28;

“Laws” means all laws, statutes, regulations, by-laws, statutory rules, orders, ordinances, protocols, codes, guidelines, notices, Authorizations and directions (including, but not limited to, all applicable Canadian Securities Laws, United States federal and state securities laws and Environmental and Health Laws), and terms and conditions of any grant of approval, permission, authority or license of any court, Governmental Authorities, statutory body or self-regulatory authority (including the TSX) applicable to the Company;

“Leased Premises” has the meaning ascribed thereto in Section 8.1.76;

“Lien” means any mortgage, charge, pledge, hypothec, security interest, assignment, lien (statutory or otherwise), charge, title retention agreement or arrangement, restrictive covenant or other encumbrance of any nature, or any other arrangement or condition which, in substance, secures payment or performance of an obligation;

“Marketing Materials” has the meaning ascribed thereto in NI 41-101;

“Material Agreement” means any and all contracts, commitments, agreements (written or oral), instruments, Debt Instruments, leases or other documents, including licences, sub-licences, supply agreements, manufacturing agreements, distribution agreements, sales agreements, or any other similar type agreements, to which the Company or any Subsidiary is a party or to which their Business Assets are otherwise bound, and which is material to the Company and the Subsidiaries on a consolidated basis;

“material adverse effect” or “material adverse change” means any change (including a decision to implement a change made by the board of directors or by senior management who believe that confirmation of the decision by the board of directors is probable), effect, event, occurrence, circumstance, violation or inaccuracy, as the case may be, that has or would reasonably be expected to: (i) have a material adverse effect on the Business, Business Assets, properties, affairs, liabilities (absolute, accrued, contingent or otherwise), capitalization, condition (financial or otherwise), results of operations, cash flows, control, management or prospects of the Company and the Subsidiaries (on a consolidated basis); or (ii) result in any Offering Document containing a misrepresentation;

“Money Laundering Laws” has the meaning ascribed thereto in Section 8.1.73;

“NI 33-105” means National Instrument 33-105 – Underwriting Conflicts of the Canadian Securities Administrators and includes, without limitation, any successor national instrument and companion policy to National Instrument 33-105;

“NI 41-101” means National Instrument 41-101 – General Prospectus Requirements of the Canadian Securities Administrators;

“NI 44-101” means National Instrument 44-101 – Short Form Prospectus Distributions of the Canadian Securities Administrators;

“NI 51-102” means National Instrument 51-102 – Continuous Disclosure Obligations;

“NI 52-110” means National Instrument 52-110 – Audit Committees;

“NP 11-202” means National Policy 11-202 - Process for Prospectus Reviews in Multiple Jurisdictions;

“Offered Shares” has the meaning ascribed thereto on the first page of this Agreement;

“Offering” has the meaning ascribed thereto on the first page of this Agreement;

“Offering Documents” means, collectively, the Prospectuses and any Supplementary Material, and the U.S. Placement Memorandum;

“Offering Jurisdictions” means the Qualifying Jurisdictions, the United States and the Other Jurisdictions;

"Option Closing Date" has the meaning ascribed thereto on the first page of this Agreement;

"Option Closing Time" means 8:00 a.m. (Toronto time) on the Option Closing Date, or such other time on the Option Closing Date as the Company and the Lead Underwriter, on behalf of the Underwriters, may mutually agree, each acting reasonably;

"Option Expiry Date" has the meaning ascribed thereto on the first page of this Agreement;

"Option Shares" has the meaning ascribed thereto on the first page of this Agreement;

"Order" means any order (including any judicial or administrative order and the terms of any administrative consent), judgment, injunction, decision, decree, ruling or award of any Governmental Authority;

"Ordinary Course" means, with respect to an action taken by a Person, that such action is consistent in all material respects with past practices of the Person and is taken in the ordinary course of the normal day-to-day operations of the Person, in each case, as is determined as of the relevant date;

"Other Jurisdictions" has the meaning ascribed thereto on page 2 of this Agreement;

"Over-Allotment Option" has the meaning ascribed thereto on the first page of this Agreement;

"Owned Real Property" means the real property owned by the Company or its Subsidiaries located at 525 Denison Street, Markham, Ontario L3R 1B8;

"Passport Procedures" means the procedures provided for under NP 11-202 among the securities commissions and other securities regulatory authorities in each of the provinces of Canada;

"Personal Data" has the meaning ascribed thereto in Section 8.1.28;

"Personnel" has the meaning ascribed thereto in Section 11.1;

"Permits" means all material permits, licenses, approvals, certificates, qualifications, consents, certificates of approval, rights, privileges or franchises, registrations, Orders and exemptions, and all other material authorizations by any Governmental Authority, including any material municipal or other approvals required to be granted before a Governmental Authority, issued, conferred or otherwise granted to or held by the Company in connection with the Business, Business Assets and the operations conducted thereon;

"Person" means any individual, partnership, joint venture, sole proprietorship, company or corporation, trust, trustee, unincorporated organization, a government or an agency or political subdivision thereof;

"Preliminary Prospectus" has the meaning ascribed thereto on page 2 of this Agreement and for greater certainty includes the documents incorporated by reference therein;

"Prospectuses" means, collectively, the Preliminary Prospectus and the Final Prospectus;

"Sanctioned Person" has the meaning ascribed thereto in Section 8.1.74;

"Sanctions" has the meaning ascribed thereto in Section 8.1.74;

"Qualified Institutional Buyer" means a "qualified institutional buyer" as that term is defined in Rule 144A under the U.S. Securities Act;

"Qualifying Jurisdictions" means all of the provinces of Canada;

"Repayment Event" means any event or condition which gives the holder of any Debt Instrument (or any person acting on such holder's behalf) the right to require the repurchase, redemption or repayment of all or a material portion of such indebtedness by the Company or the Subsidiaries;

"Sales Tax Laws" has the meaning ascribed thereto in Section 8.1.47;

"Secondary Offering" has the meaning ascribed thereto on the first page of this Agreement;

"Secondary Shares" has the meaning ascribed thereto on the first page of this Agreement;

"Securities Commissions" means the applicable securities commission or securities regulatory authority in each of the Qualifying Jurisdictions;

"Selling Firm(s)" has the meaning ascribed thereto in Section 3.2;

"Selling Shareholders" and "Selling Shareholder" have the meanings ascribed thereto on the first page of this Agreement;

"Selling Shareholders' Information" means the information and statements contained in the first paragraph of the face page of the Prospectuses, the information and statements contained under the heading "Selling Shareholders" in the Prospectuses and the information and statements contained under the heading "Plan of Distribution" in the Prospectuses, as each may be carried forward into the U.S. Placement Memorandum or any Supplementary Material, together with any other information and

statements contained in the Offering Documents, in each case relating to the Selling Shareholders;

"Software" means all computer software, programs, and applications and subsequent versions thereof, including source code, object, executable or binary code, objects, comments, screens, user interfaces, report formats, templates, menus, buttons and icons and all files, data, materials, manuals, design notes and other items and documentation related thereto and associated therewith, and all proprietary rights in any of the foregoing;

"Subsidiaries" means, individually or collectively, as the context requires, Coconut Grove Textiles Inc., Protx (Shanghai) Trading Co., Ltd, 2074160 Ontario Inc., Coconut Grove Pads Inc., Intelligent Fabric Technologies (North America) Inc., Intelligent Fabric Technologies Taiwan Branch and Intelligent Fabric Technologies Inc., and each of their respective "subsidiaries" as defined in section 1.2 of this Agreement;

"Supplementary Material" means, collectively, (i) any amendment or supplement to the Prospectuses, (ii) any amendment or supplement to the U.S. Placement Memorandum, (iii) any amended or supplemented prospectus or ancillary materials that may be filed by or on behalf of the Company under Applicable Securities Laws relating to the qualification for distribution of the Offered Shares, (iv) any supplemental or additional or ancillary material, information, evidence, returns, reports, applications, statements or documents related to the Prospectuses, the U.S. Placement Memorandum or any amendments thereto, or (v) any other document that is delivered or intended to be delivered to a purchaser of Offered Shares;

"Tax Act" means the Income Tax Act (Canada), together with any and all regulations promulgated under the Tax Act, as amended from time to time;

"Template Version" has the meaning ascribed thereto in NI 41-101;

"Transaction Documents" means, collectively, this Agreement, the Compensation Option Certificates, the Prospectuses and any applicable Supplementary Material;

"Treasury Offering" has the meaning ascribed thereto on the first page of this Agreement;

"Treasury Shares" has the meaning ascribed thereto on the first page of this Agreement, and shall include, for greater certainty, any Option Shares;

"TSX" means the Toronto Stock Exchange;

"Underwriters" has the meaning ascribed thereto on the first page of this Agreement;

"Underwriters' Disclosure" means disclosure relating solely to the Underwriters and any other disclosure provided to the Company and the Selling Shareholders by or on behalf of the Underwriters for inclusion in the applicable disclosure document;

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"Underwriting Fee" has the meaning ascribed thereto on page 2 of this Agreement;

"U.S. Accredited Investors" means an "accredited investor" as that term is defined in Rule 501(a) of Regulation D under the U.S. Securities Act;

"U.S. Affiliate" means the U.S. registered broker-dealer affiliate of an Underwriter that is referenced in the U.S. Placement Memorandum;

"U.S. Exchange Act" means the United States Securities Exchange Act of 1934, as amended;

"U.S. Placement Memorandum" means each U.S. private placement memorandum, in a form and substance acceptable to the Underwriters and the Company, which has attached thereto, a copy of the Preliminary Prospectus or the Final Prospectus, or any amendment or supplement thereto, delivered or to be delivered to offerees and purchasers of Offered Shares in the United States pursuant to the terms and conditions thereof;

"U.S. Securities Act" means the United States Securities Act of 1933, as amended; and

"U.S. Securities Laws" means all applicable securities laws in the United States, including without limitation, the U.S. Securities Act, the U.S. Exchange Act and the rules and regulations promulgated thereunder, and any applicable state securities laws.

1.2 Whenever used in this Agreement, the terms "affiliate", "associate", "distribution", "misrepresentation", "material fact", "material change" and "senior officer" shall have the meanings given to such terms under Canadian Securities Laws, and the term "subsidiary" shall have the meaning given to such term in the Business Corporations Act (Ontario).

1.3 Whenever used in this Agreement, words importing the singular number only shall include the plural and vice versa and words importing the masculine gender shall include the feminine gender.

1.4 All references to monetary amounts in this Agreement are to the lawful money of Canada.

Filing of the Prospectuses and Qualification for Distribution

2.1 The Company represents and warrants that:

2.1.1 it is qualified to file a short form prospectus, and use the short form prospectus distribution system as provided, under NI 44-101 and NP 11-202, as applicable, for the distribution of the Offered Shares; and

2.1.2 the Company has fulfilled all requirements to be fulfilled by the Company, including the filing of all continuous disclosure materials,

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required to be filed pursuant to Canadian Securities Laws, but excluding the preparation and filing of the Final Prospectus and any specific requirements that the Underwriters have expressly agreed may be fulfilled subsequent to the date hereof but prior to the filing of the Final Prospectus, to enable the Offered Shares to be offered for sale and sold to the public in each of the Qualifying Jurisdictions under the Prospectus through registrants duly registered under an appropriate category who have complied with the relevant provisions of Applicable Securities Laws.

2.2 The Company shall:

2.2.1 prepare and, as soon as practicable, and in any event not later than 10:59 p.m. (Toronto time) on May 20, 2026, file the Preliminary Prospectus under Canadian Securities Laws (except for any specific requirements that the Underwriters have expressly agreed in writing may be fulfilled subsequent to the filing of the Preliminary Prospectus but prior to the filing of the Final Prospectus), and shall have subsequently obtained a decision document evidencing the receipt (and deemed receipt) therefor from the Securities Commission in each of the Qualifying Jurisdictions (under Passport Procedures); and

2.2.2 prepare and, not later than 10:59 p.m. (Toronto time) on June 1, 2026 (or such later date and time as may be agreed to in writing by the Company and the Lead Underwriter, on behalf of the Underwriters), file the Final Prospectus under Canadian Securities Laws, and shall have subsequently obtained a receipt (or deemed receipt) therefor from the Securities Commission in each of the Qualifying Jurisdictions (under Passport Procedures), and shall have, by 5:00 p.m. (Toronto time) on June 1, 2026, filed such other documents relating to the distribution in the Qualifying Jurisdictions of the Offered Shares, and shall have taken all other steps and proceedings that may be necessary to be taken by the Company in order to qualify the Offered Shares for distribution in each of the Qualifying Jurisdictions by the Underwriters under the Canadian Securities Laws and to qualify the grant of the Over-Allotment Option.

3. Covenants of the Underwriters

The Underwriters severally, and not jointly or jointly and severally, covenant with the Company and the Selling Shareholders that:

3.1 except as disclosed in the Prospectuses, neither the Company nor the Selling Shareholders is a “related issuer” or “connected issuer” of any Underwriter; and each Underwriter, any “related issuer” of such Underwriter or the directors, officers or partners of such Underwriter or of any “related issuer” of such Underwriter is not a person to which the Company, the Selling Shareholders or any “related issuer” of the Company or Selling Shareholders, or with which the

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Company, the Selling Shareholders or any “related issuer” of the Company or Selling Shareholders has any other relationship for which disclosure in the Prospectuses is required under NI 33-105. For the purposes of this Section 3.1, “related issuer” and “connected issuer” have the meanings ascribed thereto in NI 33-105;

3.2 (a) they will offer the Offered Shares for sale to the public only in the Qualifying Jurisdictions on behalf of the Company and the Selling Shareholders, directly and through other investment dealers and brokers (the Underwriters, together with such other investment dealers and brokers, are referred to herein as the “Selling Firms”), (i) only as permitted by Canadian Securities Laws, (ii) in the Other Jurisdictions only as permitted by the laws of such Other Jurisdictions in a manner which will not require the Company or the Selling Shareholders to file a prospectus, registration statement or similar document or become subject to any continuous disclosure obligations or the jurisdiction of any regulatory authority outside of Canada or the United States; and (iii) subject as hereinafter provided, with respect to the Treasury Shares, in the United States only as permitted by the laws of the United States in a manner which will not require the Company to file a prospectus, registration statement, offering memorandum or similar document, upon the terms and conditions set forth in the Prospectuses and the U.S. Placement Memorandum and in this Agreement, it being understood that no Secondary Shares will be offered or sold in the United States; and (b) they shall ensure that each Selling Firm, prior to its appointment as such, has delivered to the Underwriters a representation to the effect that neither the Company nor the Selling Shareholders is a “related issuer” of such Selling Firm, and that each Selling Firm, any “related issuer” of such Selling Firm and the directors, officers or partners of such Selling Firm and of any “related issuer” of such Selling Firm, is not a person to which the Company, the Selling Shareholders or any “related issuer” of the Company or Selling Shareholders owes any indebtedness or with which the Company, the Selling Shareholders or any “related issuer” of the Company or Selling Shareholders has any other relationship, unless the Underwriters, the Selling Shareholders and the Company have agreed that the Company or Selling Shareholders is not a “related issuer” or a “connected issuer” of such Selling Firm, as applicable. For the purposes of the preceding sentence, “related issuer” and “connected issuer” have the meanings ascribed thereto in NI 33-105; for the purposes of this Section 3.2, the Underwriters shall be entitled to assume that the Offered Shares are qualified for distribution in any province of Canada where a decision document evidencing the receipt (and deemed receipt) of the Securities Commissions in each of the Qualifying Jurisdictions (under the Passport Procedures) for the Prospectuses shall have been obtained from the Securities Commissions following the filing of each of the Prospectuses.

Any offer of the Treasury Shares in the United States will be made pursuant to the exemptions from registration provided by (i) Rule 144A under the U.S. Securities Act to persons reasonably believed to be Qualified Institutional Buyers, (ii) Rule 506(b) of Regulation D under the U.S. Securities Act to U.S.

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Accredited Investors and/or (iii) Section 4(a)(2) of the U.S. Securities Act, in each case in compliance with Schedule “A” to this Agreement, and the Underwriters’ representations, warranties and covenants contained therein are hereby incorporated by reference herein and made a part thereof. No Secondary Shares will be sold in the United States as part of the Secondary Offering.

Any person in the United States who agrees to purchase Treasury Shares in accordance with Schedule “A” attached hereto will be provided with a copy of the Prospectuses, together with the U.S. Placement Memorandum in a form to be mutually agreed upon by the Company and the Underwriters.

3.3 from the date of commencement of distribution of the Offered Shares to the date such distribution ceases, they will: (i) not provide to any potential investors of the Offered Shares any Marketing Materials in respect of the Offered Shares that are or would be required to be incorporated by reference into the Prospectuses without the prior approval by the Company and the Selling Shareholders of the Template Version of such Marketing Materials, such approval not to be unreasonably withheld and to be evidenced by a written agreement between the Company, the Selling Shareholders and the Lead Underwriter; provided, for greater certainty, that the Bought Deal Marketing Materials were approved by the Company, the Selling Shareholders and the Lead Underwriter, on behalf of the Underwriters, pursuant to the Engagement Letter; (ii) provide a copy of the Prospectuses or any Supplementary Material to each potential investor of the Offered Shares who receives any Marketing Materials referred to in Section 3.3(i); and (iii) provide to the Company any such Marketing Materials (or any template version thereof) as soon as reasonably practicable and in any event sufficiently in advance of their proposed use to allow the Company to review, approve and file such Marketing Materials with the Securities Commissions on or before the day the Marketing Materials are first provided to any potential investor of Offered Shares.

3.4 the Lead Underwriter, on behalf of the Underwriters, will notify the Selling Shareholders and the Company when, in its opinion, the distribution of the Offered Shares shall have ceased and provide a breakdown of the number of Offered Shares distributed in each Offering Jurisdiction where such breakdown is required for the purpose of calculating fees payable to a Securities Commission; provided, however, that such breakdown shall be provided no later than 30 days following the Closing Date or the Option Closing Date (if applicable);

3.5 they will not make any representations or warranties with respect to the Company, the Selling Shareholders or the Offered Shares other than as set forth in this Agreement, or the Prospectuses, the U.S. Placement Memorandum or any Supplementary Material or otherwise with the prior approval of the Company and the Selling Shareholders, as applicable; and

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3.6 the Underwriters will execute and deliver to the Company the certificate required to be executed by them under Canadian Securities Laws in connection with the Prospectuses and any Supplementary Material.

4. Covenants of the Company

The Company covenants and agrees with the Underwriters that:

4.1 the Treasury Shares will be, upon issuance, duly and validly authorized for issuance as fully paid and non-assessable Common Shares and will not have been issued in violation of or subject to any pre-emptive or contractual rights to purchase securities issued or granted by the Company, and such Treasury Shares shall have attributes corresponding in all material respects to the descriptions thereof in this Agreement and the Prospectuses and the U.S. Placement Memorandum;

4.2 the Secondary Shares have been duly and validly authorized and issued, and will be issued as fully paid and non-assessable Common Shares and will not have been issued in violation of or subject to any pre-emptive or contractual rights to purchase securities issued or granted by the Company, and such Secondary Shares have attributes corresponding in all material respects to the descriptions thereof in this Agreement and the Prospectuses and the U.S. Placement Memorandum;

4.3 the Compensation Options shall be duly and validly created, authorized and issued and shall have the attributes corresponding to the description thereof set forth in this Agreement, the Offering Documents and the Compensation Option Certificates;

4.4 at all times while any Compensation Options remain outstanding, that sufficient Compensation Option Shares are authorized and allotted for issuance upon due and proper exercise of the Compensation Options. The Compensation Option Shares, upon issuance in accordance with the terms of the Compensation Option Certificates, shall be duly issued as fully paid and non-assessable Common Shares, and shall have the attributes corresponding in all respects to the descriptions thereof in this Agreement, the Offering Documents and the Compensation Option Certificates;

4.5 (a) it shall fulfil to the satisfaction of the Underwriters, acting reasonably, all legal requirements to be fulfilled by it to enable the Offered Shares to be offered for sale and sold to the public by or through the Underwriters and other investment dealers and brokers who comply with all Canadian Securities Laws in each of the Qualifying Jurisdictions; and (b) it shall use its reasonable best efforts to fulfil all legal requirements to permit the distribution of the Offered Shares in each of the Qualifying Jurisdictions as soon as possible but in any event not later than 10:59 p.m. (Toronto time) on June 1, 2026; such fulfilment shall include, without limiting the generality of the foregoing, compliance with

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all Canadian Securities Laws including, without limitation, compliance with all requirements with respect to and the preparation and filing of the Prospectuses in each of the Qualifying Jurisdictions required under Canadian Securities Laws;

4.6 it shall allow and assist the Underwriters to participate fully in the preparation of the Prospectuses, the U.S. Placement Memorandum and any Supplementary Material and shall allow the Underwriters to conduct all “due diligence” investigations which the Underwriters may reasonably require to fulfil their obligations as Underwriters and to enable the Underwriters responsibly to execute any certificate required to be executed by the Underwriters in such documentation;

4.7 prior to the Closing Time, and, if applicable, prior to the filing or delivery of any Supplementary Material, the Underwriters, their legal counsel, and consultants will be provided with timely access to all information required to permit them to conduct a full due diligence investigation of the Company and the Subsidiaries and their business operations, properties, assets, affairs, prospects and financial condition. In particular, the Underwriters shall be permitted to conduct all due diligence that they may, in their sole discretion, acting reasonably, require in order to fulfil their obligations under Applicable Securities Laws, and in that regard, the Company will make available to the Underwriters, their legal counsel and consultants, on a timely basis, all corporate and operating records, material contracts, financial information, transaction record books, current budgets, current forecasts, reports, key officers, as applicable, and other relevant documentation or information necessary in order to complete the due diligence investigation of the Company and the Subsidiaries, and their business operations, properties, assets, affairs, prospects and financial condition for this purpose, and without limiting the scope of the due diligence inquiries the Underwriters may conduct, to participate in one or more due diligence sessions to be held prior to the filing of the Prospectuses prior to the Closing Time at which management of the Company, the Auditors, and the legal counsel of the Company shall participate. It shall be a condition precedent to (a) the Underwriters’ execution of any certificate in any Offering Document that the Underwriters be satisfied, acting reasonably, as to the form and substance of the document, and (b) the delivery of each U.S. Placement Memorandum to any purchaser or prospective purchaser that the Underwriters and their U.S. Affiliates be satisfied, acting reasonably, as to the form and substance of such document. The Underwriters shall not unreasonably withhold or delay the execution of any such Offering Documents required to be executed by the Underwriters and filed in compliance with Canadian Securities Laws for the purpose of the Offering.

4.8 it shall comply with section 57 of the Securities Act (Ontario) and with the other comparable provisions of Canadian Securities Laws in each of the Qualifying Jurisdictions and, during the period from the date hereof to the completion of the distribution of the Offered Shares, shall promptly inform the Underwriters

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and the Selling Shareholders in writing of the full particulars of any material change (for greater certainty, material in the context of all assets of the Company considered together), actual, anticipated or threatened, in the operating, financial or physical condition of the Business or the Business Assets, or any of them, or in the financial condition, assets, liabilities, business, affairs or operations of the Company or any Subsidiary or of any change in any material fact contained or referred to in the Prospectuses, the U.S. Placement Memorandum or any Supplementary Material thereto, and of the existence of any material fact which is, or may be, of such a nature as to render the Prospectuses, the U.S. Placement Memorandum or any Supplementary Material thereto, untrue, false or misleading in a material respect or result in a misrepresentation. The Company shall, to the satisfaction of the Underwriters and their counsel, acting reasonably, and with notice to the Selling Shareholders and its counsel, promptly comply with all applicable filing and other requirements under Canadian Securities Laws in the Qualifying Jurisdictions as a result of such change. The Company shall, in good faith, first discuss with the Underwriters and the Selling Shareholders any change in circumstances (actual or proposed within the Company's knowledge) which is of such a nature that there is reasonable doubt whether notice need be given to the Underwriters and the Selling Shareholders pursuant to this Section 4.8 and, in any event, prior to making any filing referred to in this Section 4.8. For greater certainty, it is understood and agreed that if the Underwriters determine, after consultation with the Company and the Selling Shareholders, that a material change or change in a material fact has occurred during the period from the date hereof to the completion of the distribution of the Offered Shares which makes untrue or misleading any statement of a material fact contained in the Prospectuses, the U.S. Placement Memorandum or any Supplementary Material thereto, or which may result in a misrepresentation, the Company will:

4.8.1 prepare and file promptly at the request of the Underwriters any Supplementary Material which in their opinion, acting reasonably, may be necessary or advisable; and

4.8.2 contemporaneously with filing the Supplementary Material under the applicable laws of the Qualifying Jurisdictions, deliver to the Underwriters and the Selling Shareholders:

4.8.2.1 a copy of the Supplementary Material, signed as required by Canadian Securities Laws;

4.8.2.2 a signed copy of all documents relating to the proposed distribution of the Offered Shares and filed with the Supplementary Material under Canadian Securities Laws; and

4.8.2.3 such other documents as the Underwriters shall reasonably require;

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4.9 from the date of the Engagement Letter and continuing for a period of 90 days from the Closing Date, it will not, directly or indirectly, without the prior written consent of the Lead Underwriter, such consent not to be unreasonably withheld or delayed, issue, sell, offer, grant an option or right in respect of, or otherwise dispose of, or enter into any derivative transaction that has the effect of any of the foregoing, or agree to or announce any intention to issue, sell, offer, grant an option or right in respect of, or otherwise dispose of, or enter into any derivative transaction that has the effect of any of the foregoing, any additional Common Shares or any securities convertible into or exchangeable Common Shares, other than issuances: (i) pursuant to the exercise of the Over-Allotment Option; (ii) under existing director or employee stock options, the Company’s restricted share unit or deferred share unit plan, bonus or purchase plans or similar share compensation arrangements as detailed in the Company’s most recently-filed management discussion and analysis; (iii) under director or employee stock options, the Company’s restricted share unit or deferred share unit plan, or bonuses granted subsequently in accordance with regulatory approval and in a manner consistent with the Company’s past practice; (iv) upon the exercise of convertible securities, warrants or options outstanding prior to the date of the Engagement Letter; or (v) pursuant to previously announced payments and/or other corporate acquisitions;

4.10 it will use the net proceeds from the Offering as described in, and subject to the qualifications set out in, the Offering Documents; and

4.11 it will not provide to any potential investors of the Offered Shares any Marketing Materials in respect of the Offered Shares other than the Bought Deal Marketing Materials, other than in accordance with section 3.3, without the prior approval by the Lead Underwriter of the Template Version of such Marketing Materials.

Covenants of the Selling Shareholders

Each of the Selling Shareholders covenants and agrees with the Underwriters that:

5.1 it shall use its reasonable commercial efforts to promptly do, make, execute, deliver or cause to be done, made, executed or delivered, all such acts, documents and things the Underwriters may reasonably require of it from time to time for the purpose of giving effect to this Agreement and the transactions contemplated by the Prospectuses and shall take all such steps as may be reasonably within its power to implement the provisions of this Agreement and the transactions contemplated by the Prospectuses and the U.S. Placement Memorandum which are applicable to the Selling Shareholders; and

5.2 it shall allow and reasonably assist the Underwriters in its capacity as a Selling Shareholder to participate fully in the preparation of those portions of the Prospectuses and any Supplementary Material relating specifically to the Selling Shareholder and the Secondary Shares, and shall reasonably assist the

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Underwriters to conduct all “due diligence” investigations which the Underwriters may reasonably require to fulfil their obligations as Underwriters insofar as such due diligence relates to the Selling Shareholder and the Selling Shareholder's title to the Secondary Shares, and to enable the Underwriters responsibly to execute any certificate required to be executed by the Underwriters in such documentation.

6. Deliveries

6.1 Delivery of the Prospectuses will be satisfied in accordance with the “access equals delivery” provisions contained in Part 2A of NI 41-101 and the Underwriters and the Company shall satisfy any request for electronic or paper copies of the Prospectuses in accordance with the requirements of NI 41-101, without charge. Notwithstanding the foregoing, if requested in writing by Underwriters, the Company shall deliver without charge to the Underwriters, as soon as practicable (and in any event within one (1) Business Day in Toronto and two (2) Business Days outside of Toronto) of the date of the filing of the Prospectuses, and thereafter from time to time during the distribution of the Offered Shares, in such cities in the Offering Jurisdictions as the Underwriters shall notify the Company, as many commercial copies of the Prospectus and the U.S. Placement Memorandum as the Underwriters may request for the purposes contemplated by the Applicable Securities Laws. The Company shall similarly cause to be delivered to the Underwriters, in such cities in the Offering Jurisdictions as the Underwriters may request, commercial copies of any Supplementary Material required or intended to be delivered to purchasers or prospective purchasers of the Offered Shares. The Company shall also cause to be delivered to the Selling Shareholders as many commercial copies of the Prospectuses as the Selling Shareholders may request.

6.2 The Company shall deliver to the Underwriters (without charge) and the Selling Shareholders contemporaneously with, or prior to, the filing of the Prospectuses, as the case may be:

6.2.1 a copy of the applicable Prospectus, including copies of any documents incorporated by reference therein which have not previously been delivered to the Underwriters and the Selling Shareholders (provided that any documents incorporated by reference therein which are publicly available on SEDAR+ shall be deemed to be delivered to the Underwriters and the Selling Shareholders); and

6.2.2 a copy of any other document filed with, or delivered to, the Securities Commissions by the Company under Canadian Securities Laws in connection with the Offering.

6.3 The Company shall also deliver to the Underwriters (without charge) and the Selling Shareholders contemporaneously with, or prior to, the filing of the Final Prospectus:

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6.3.1 evidence satisfactory to the Underwriters of the approval (or conditional approval) of the listing and posting for trading on the TSX of the Offered Shares sold pursuant to the Offering and the Compensation Option Shares issuable upon exercise of the Compensation Options, subject only to satisfaction by the Company of customary post-closing conditions imposed by the TSX in similar circumstances;

6.3.2 a “long-form” comfort letter dated the date of the Final Prospectus in form and substance acceptable to the Underwriters, addressed to the Underwriters and the board of directors of the Company, from the Auditors, and based on a review completed up to two (2) Business Days prior to the date of the Final Prospectus with respect to financial and accounting information relating to, among other things, the Company Financial Statements, as the case may be, contained in the Final Prospectus or incorporated by reference therein, which letter shall be in addition to the auditors’ reports contained in the Final Prospectus; and

6.3.3 opinions, comfort letters and other documents substantially similar to those referred to in this section of this Agreement will, as applicable, be delivered to the Underwriters, the Selling Shareholders and the Company, and their respective counsel, with respect to any Supplementary Material, contemporaneously with, or prior to the filing or delivery of, any Supplementary Material.

Representations and Warranties – Prospectuses

7.1 The delivery to the Underwriters of the documents referred to in paragraph 6.1 hereof shall constitute the representation and warranty of the Company to the Underwriters that each such document at the time of its respective delivery fully complied with the requirements of Canadian Securities Laws pursuant to which it was or is prepared (if any), except for any specific requirements that the Underwriters have expressly agreed in writing may be fulfilled subsequent to the delivery of the Preliminary Prospectus but prior to the filing of the Final Prospectus, and, as applicable, filed (if any) and that all the information and statements contained therein (except information and statements relating solely to the Underwriters’ Disclosure and the Selling Shareholders’ Information) are, at the respective dates of delivery thereof, true and correct, contain no misrepresentation and constitute full, true and plain disclosure of all material facts relating to the Company and its Subsidiaries, taken together, and the Offered Shares as required by Canadian Securities Laws.

7.2 The delivery to the Underwriters of the documents referred to in Section 6.1 hereof shall constitute the representation and warranty of the Selling Shareholders to the Underwriters that each such document at the time of its respective delivery fully complied with the requirements of Canadian Securities Laws pursuant to which it was or is prepared (if any), but only insofar as it relates to the Selling Shareholders’ Information, and, as applicable, filed (if

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any) and that all Selling Shareholders’ Information contained therein is, at the respective dates of delivery thereof, true and correct, contain no misrepresentation and constitute full, true and plain disclosure of all material facts relating to the Selling Shareholders’ Information as required by Canadian Securities Laws.

7.3 Each of the Company and the Selling Shareholders consents to the use by the Underwriters of the documents referred to in Section 6.1 in connection with the distribution of the Offered Shares in the Offering Jurisdictions in compliance with the provisions of this Agreement.

7.4 The Company, the Selling Shareholders and the Underwriters acknowledge that the Company is required by Canadian Securities Laws to prepare and file an amendment to a Prospectus at any time prior to the completion of the distribution of the Offered Shares, if the Prospectus (prior to the amendment) contains a misrepresentation. The Company will promptly prepare and file with the Securities Commissions in the Qualifying Jurisdictions any amendment or supplement thereto which, in the opinion of the Underwriters, the Selling Shareholders and the Company, each acting reasonably, may be necessary or advisable to correct such misrepresentation.

Representations and Warranties of the Company

8.1 The Company represents and warrants to the Underwriters and the Selling Shareholders, and acknowledges that the Underwriters and the Selling Shareholders are relying upon such representations and warranties in completing the transactions contemplated under this Agreement, that:

8.1.1 as at the date of this Agreement: (i) the authorized capital of the Company consists of an unlimited number of Common Shares and an unlimited number of preferred shares; and (ii) the issued and outstanding capital of the Company consists solely of 32,299,467 Common Shares, each of which has been issued as fully paid and non-assessable and none of the outstanding securities of the Company were issued in violation of the pre-emptive or similar rights of any securityholder of the Company, and nil preferred shares;

8.1.2 the Company’s only subsidiaries are the Subsidiaries. Each Subsidiary is formed, organized and existing under the laws of its jurisdiction, is current and up-to-date with all material filings required to be made and is in good standing in each jurisdiction in which such qualification is required except where the failure to be so qualified or in good standing would not have a material adverse effect. All of the issued and outstanding shares in the capital of the Subsidiaries have been duly authorized and validly issued, are fully paid and are directly or indirectly beneficially owned by the Company. All of the issued and outstanding shares in the capital of the Subsidiaries are owned, directly or indirectly,

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by the Company and are owned free and clear of any Liens, and none of the outstanding securities of the Subsidiaries were issued in violation of the pre-emptive or similar rights of any security holder of the Subsidiaries. There exist no options, warrants, purchase rights, or other contracts or commitments that could require the Company to sell, transfer or otherwise dispose of any securities of the Subsidiaries;

8.1.3 each of the Company and the Subsidiaries: (A) is a corporation or entity duly incorporated, formed, continued or amalgamated, as applicable, and validly existing in good standing under the laws of the jurisdiction in which it was incorporated, formed, continued or amalgamated, as the case may be; (B) has all requisite corporate power and authority and is duly qualified and holds all necessary permits, licences and Authorizations necessary or required to carry on its Business as now conducted and to own, lease or operate its properties and assets, including the Business Assets, except where the failure to hold such permits, licences or Authorizations would not reasonably be expected to have a material adverse effect; (C) where required, has been duly qualified as an extra-provincial corporation or foreign corporation for the transaction of Business and is in good standing under the laws of each jurisdiction in which it owns or leases property, or conducts Business, except where the failure to be so qualified or in good standing would not reasonably be expected to have a material adverse effect; and (D) no steps or proceedings have been taken by any person, voluntary or otherwise, requiring or authorizing its dissolution or winding up. For greater certainty, Intelligent Fabric Technologies Inc. is not a material subsidiary of the Company and currently has no active operations, no material assets and no material liabilities;

8.1.4 the Company has the requisite corporate power, authority and capacity to enter into the Transaction Documents and to perform its obligations thereunder (including execution and delivery of the Preliminary Prospectus, and the Final Prospectus, and the filing of each them with the securities regulatory authorities in the Qualifying Jurisdictions, and the issuance of the Offered Shares, including the grant of the Over-Allotment Option, and the issuance and delivery of the Compensation Options and Compensation Option Shares);

8.1.5 the Offered Shares have been duly and validly authorized for issuance and sale and when issued and delivered by the Company pursuant to this Agreement and the Offering Documents, against payment of the consideration set forth herein and therein, will be validly issued as fully paid and non-assessable Common Shares;

8.1.6 all necessary corporate action has been taken by the Company so as to validly create, authorize, and issue the Compensation Options at the Closing Time, and upon the issuance and delivery by the Company of

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the Compensation Option Certificates, the Compensation Options will be validly issued;

8.1.7 the Compensation Options have been duly created and authorized for issuance, and upon issuance at the Closing Time will be validly issued. At the time of issuance thereof, the Compensation Options will not have been issued in violation of or subject to any pre-emptive or contractual rights to purchase securities issued or granted by the Company;

8.1.8 the Compensation Option Shares have been duly authorized, reserved and allotted for issuance, and, upon the due exercise of the Compensation Options in accordance with the terms of the Compensation Option Certificates and payment of the exercise price therefor, will be duly and validly issued and outstanding as fully paid and non-assessable Common Shares. At the time of issuance thereof, the Compensation Options Shares will not have been issued in violation of or subject to any pre-emptive or contractual rights to purchase securities issued or granted by the Company;

8.1.9 neither the Company nor its Subsidiaries is a party to or bound or affected by any commitment, agreement or document containing any covenant which expressly limits the freedom of the Company or its Subsidiaries to compete in any line of business, to transfer or move any of its assets or operations or which materially affects the business practices, operations or condition of the Company or the Subsidiaries, except, in each case, as would not reasonably be expected to have a material adverse effect;

8.1.10 other than as disclosed in the Company Financial Statements, neither the Company nor any Subsidiary owns, or has any agreements of any nature to acquire, directly or indirectly, any securities, or other equity or proprietary interest in, any Person and neither the Company nor any Subsidiary has any agreements to acquire or lease any other business operations;

8.1.11 neither the Company nor the Subsidiaries have engaged in any off balance sheet arrangement or similar financing;

8.1.12 the Company and the Subsidiaries are conducting its Business in compliance, in all material respects, with all applicable Laws of each jurisdiction in which its Business is carried on and is duly licensed and is registered or qualified in all jurisdictions in which it owns, leases or operates its property or carries on business to enable its Business to be carried on as now conducted and its property and assets to be owned, leased and operated, except where the failure to be so licensed, registered or qualified would not reasonably be expected to have a material adverse effect, and all such licences, registrations,

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Authorizations and qualifications are and will at the Closing Time be valid, subsisting and in good standing in all material respects. Without limiting the generality of the foregoing, neither the Company nor any Subsidiary has received a written notice of material noncompliance, nor does the Company know of any pending or threatened notice of material non-compliance with any such laws, licenses, registrations, regulations, Authorizations or Permits;

8.1.13 other than pursuant to the Company’s stock option plan, the issuances of the Offered Shares under the Offering and the Compensation Option to be issued at the Closing Time, no Person has any agreement or option or right or privilege (whether by law, pre-emptive or contractual) issued or capable of becoming an agreement for (A) the purchase, subscription or issuance of any unissued shares, or other securities of the Company or the Subsidiaries; or (B) the repurchase by or on behalf of the Company or the Subsidiaries of any issued and outstanding securities of the Company or the Subsidiary, except as contemplated in this Agreement, and as at the date of this Agreement, an aggregate of 1,844,000 Common Shares are reserved for issue pursuant to outstanding options of the Company;

8.1.14 to the knowledge of the Company, no agreement exists among the shareholders of the Company in respect of the Company and no such agreement will exist at the time of filing of the Prospectuses or at Closing Time;

8.1.15 there is not, in the constating documents, by laws or in any agreement, mortgage, note, debenture, indenture or other instrument or document to which the Company or its Subsidiary is a party, any restriction upon or impediment to, the declaration or payment of dividends by the directors of the Company or the Subsidiaries;

8.1.16 neither the Company nor its Subsidiaries has committed an act of bankruptcy or sought protection from its creditors from any court or pursuant to any legislation, proposed a compromise or arrangement to its creditors generally, taken any proceeding with respect to a compromise or arrangement, taken any proceeding to have itself declared bankrupt or wound up, as the case may be, taken any proceeding to have a receiver appointed for any part of its assets, had any encumbrance or receiver take possession of any of its property or Business Assets, had an execution or distress become enforceable or levied upon any portion of its property or had any petition for a receiving order in bankruptcy or application for a bankruptcy order filed against it, and at the Closing Time, neither the Company nor its Subsidiary will be an insolvent person (as that term is defined in the Bankruptcy and Insolvency Act (Canada));

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8.1.17 no order, ruling or determination having the effect of suspending the sale or ceasing the trading in any securities of the Company has been issued by any Governmental Authority and is continuing in effect and no proceedings for that purpose have been instituted or, to the knowledge of the Company, are pending, contemplated or threatened by any Governmental Authority;

8.1.18 the Company and the Subsidiaries have good, valid and marketable title to, and have all necessary rights in respect of, all of their material Business Assets as owned, leased, licensed, loaned, operated or used by them or over which they have rights, free and clear of Liens, other than the Liens described in the Company Financial Statements and other ordinary course encumbrances that do not materially impair the use of such Business Assets, and no other rights or Business Assets are materially necessary for the conduct of the Business as currently conducted. The Company knows of no claim or basis for any claim that would reasonably be likely to result in a material adverse effect on the rights of the Company or the Subsidiaries to use, transfer, lease, licence, operate, sell or otherwise exploit such Business Assets and, other than as described in the Prospectuses, neither the Company nor any Subsidiary has any obligation to pay any commission, licence fee or similar payment to any person in respect thereof and there are no outstanding rights of first refusal or other pre-emptive rights of purchase which entitle any person to acquire any of the rights, title or interests in such Business Assets;

8.1.19 all research and development activities, including quality assurance, quality control, testing, and research and analysis activities, conducted or contemplated by the Company and the Subsidiaries in connection with the Business are being or will be conducted in compliance, in all material respects, with all industry, laboratory safety, management and training standards in the jurisdiction where such activities take place which are applicable to the Business, and all such processes, procedures and practices required in connection with such activities are or will be in place as necessary at the applicable time, and are being or will be complied with in all material respects;

8.1.20 all material agreements with third parties in connection with the Business have been entered into and are being performed by the Company and the Subsidiaries and, to the knowledge of the Company, by all other third parties thereto, in compliance with their terms in all material respects. There exists no actual or, to the knowledge of the Company, threatened termination, cancellation or limitation of, or any material adverse modification or material change in, the business relationship of the Company or the Subsidiaries, with any supplier or customer, or any group of suppliers or customers, whose business with or whose purchases or inventories/components provided to the Business

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are, individually or in the aggregate, material to the assets, Business, properties, operations or financial condition of the Company or the Subsidiaries;

8.1.21 the Company and the Subsidiaries, as applicable, own or possess the right to use all material Intellectual Property Rights necessary for the conduct of the Business, and the Company is not aware of any bona fide claim to the contrary or any challenge by any other person to the rights of the Company and the Subsidiaries with respect to the foregoing. To the knowledge of the Company, the Business of the Company, including that of the Subsidiaries, as now conducted does not infringe any Intellectual Property Rights of any Person. The Company has not received notice of any current bona fide claim made against the Company or the Subsidiaries alleging the infringement by the Company or the Subsidiaries of any Intellectual Property Rights of any Person and neither the Company nor any Subsidiary is a party to any action or proceeding, nor, to the knowledge of the Company, is or has any action or proceeding been threatened that alleges that any current or proposed conduct of their respective businesses have or will infringe, violate or misappropriate or otherwise conflict with any Intellectual Property Right of any Person. Any past claim related to the alleged infringement by the Company or the Subsidiaries of any Intellectual Property Rights of any person have been settled or otherwise resolved;

8.1.22 except for ordinary course encumbrances or restrictions contained in licenses for third-party Intellectual Property Rights, there are no material restrictions on the ability of the Company or any Subsidiary to use and exploit all rights in the Intellectual Property Right required in the ordinary course of the Company's or any Subsidiary's businesses or proposed businesses and none of the rights of the Company or any Subsidiary in the Intellectual Property Rights will be impaired or affected in any way by the transactions contemplated by this Agreement or in the Offering Documents;

8.1.23 the Company and each of the Subsidiaries has taken proactive and reasonable precautions and measures to protect and preserve the security and confidentiality of the Intellectual Property Rights of the Company and of each of the Subsidiaries that is regarded by the Company or a Subsidiary as confidential information or a trade secret and no such Intellectual Property Rights are part of the public domain or knowledge, nor, to the knowledge of the Company, has any such Intellectual Property Right been misappropriated by any Person, including but not limited to, by any Person having an obligation to maintain such Intellectual Property Rights or other trade secret or confidential information in confidence for the Company or a Subsidiary;

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8.1.24 to the knowledge of the Company, there is no unauthorized use, disclosure, infringement or misappropriation by third parties of any Intellectual Property Rights owned or licensed by the Company or a Subsidiary and there are no legal or governmental actions, suits, proceedings, notices or claims pending or, to the knowledge of the Company, threatened, against the Company or the Subsidiaries (i) challenging the Company's or the Subsidiaries' right in or to the Intellectual Property Rights, (ii) challenging the validity, enforceability or scope of the Intellectual Property Rights, (iii) suggesting that any other Person has any claim of legal or beneficial ownership or other claim or interest in the Intellectual Property Rights or (iv) alleging that the operation of the Company's or the Subsidiaries' business as now conducted infringes or otherwise violates any Intellectual Property Right or other proprietary right(s) of a third party and which infringement, invalidity, inadequacy or violation would, individually or in the aggregate, have a material adverse effect, and the Company has no knowledge of any facts which could form a basis for any such claim. Neither the Company nor any of the Subsidiaries have brought or threatened any action, suit or proceeding for unauthorized use, disclosure, infringement or misappropriation of the Intellectual Property Right owned or licensed by the Company or the Subsidiaries or for breach of any license or agreement involving such Intellectual Property Right against any third party;

8.1.25 there has been no public disclosure, sale or offer for sale by the Company or a Subsidiary of any Intellectual Property Rights owned or licensed by the Company or a Subsidiary anywhere in the world that may prevent the valid issue of all available rights in and protection for such Intellectual Property Rights and all material prior art or other information has to the knowledge of the Company been disclosed to the appropriate governmental offices as required by the local Laws in the jurisdictions where applications for registration of such Intellectual Property Rights are pending;

8.1.26 to the extent that any material Intellectual Property Rights owned or licensed by the Company or a Subsidiary is or has been disclosed to any Person or any Person has access to such Intellectual Property Rights (including but not limited to any employee, officer, shareholder or consultant of the Company or a Subsidiary), the Company and the Subsidiary have used commercially reasonable efforts to ensure that such Person has entered into a valid and enforceable written agreement which contains terms and conditions prohibiting the unauthorized use, reproduction, disclosure, reverse engineering or transfer of such Intellectual Property Rights by such Person and, to the knowledge of the Company, there has been no material breach of any such agreement;

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8.1.27 neither the marketing, licence, distribution, sale or use of any product or service currently marketed, licensed, distributed, sold or used by the Company or the Subsidiaries violates any license or agreement of the Company or the Subsidiaries with any Person, which violation or the consequences thereof would alone or in the aggregate have a material adverse effect or, to the knowledge of the Company, infringes upon the industrial or Intellectual Property Rights of any other Person, whether common law or statutory, including rights relating to defamation, rights of privacy or publicity and contractual rights;

8.1.28 the Company and its Subsidiaries’ information technology assets and equipment, computers, systems, networks, hardware, software, websites, applications, and databases (collectively, “IT Systems”) are adequate for, and operate and perform in all material respects as required in connection with the operation of the Business of the Company and its Subsidiaries as currently conducted, free and clear of all material bugs, errors, defects, Trojan horses, time bombs, malware and other malicious code. The Company has made backups of all material software and databases used by it and maintains such backups at a secure off-site location. Each of the Company and its Subsidiaries has implemented and maintained commercially reasonable controls, policies, procedures, and safeguards to maintain and protect its material confidential information and the integrity, continuous operation, redundancy and security of all IT Systems and data (including all personal, personally identifiable, sensitive, confidential or regulated data (“Personal Data”)) used in connection with their businesses, and to the knowledge of the Company, there have been no breaches, violations, outages or unauthorized uses of or accesses to same, except for those that have been remedied without material cost or liability or the duty to notify any other Person, nor any incidents under internal review or investigations relating to the same. Each of the Company and its Subsidiaries is presently in compliance with applicable Law, internal policies and contractual obligations relating to the privacy, consumer protection and security of IT Systems and Personal Data in all material respects and has taken commercially reasonable steps to protect such IT Systems and Personal Data from unauthorized use, access, misappropriation or modification. The Company has complied in all material respects with Canada’s Personal Information Protection and Electronic Documents Act (and all other applicable Laws and regulations with respect to Personal Data);

8.1.29 each Material Agreement and Debt Instrument of the Company and Subsidiaries is valid, subsisting, in good standing in all material respects and in full force and effect, enforceable in accordance with the terms thereof, subject to bankruptcy, insolvency and other laws affecting the rights of creditors generally, and subject to other standard assumptions and qualifications, including the qualifications that equitable remedies

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may be granted in the discretion of a court of competent jurisdiction and that enforcement of rights to indemnity, contribution and waiver of contribution set out in such agreements may be limited by applicable Laws. The Company and the Subsidiaries have performed all material obligations in a timely manner under, and are in compliance in all material respects with all terms and conditions (including any financial covenants) contained in, each Material Agreement and Debt Instrument;

8.1.30 neither the Company nor any of the Subsidiaries is in material violation, default or breach of, and the execution, delivery and performance of the Transaction Documents and the consummation of the transactions and compliance by the Company with its obligations hereunder and thereunder, the sale of the Offered Shares, the grant of the Over-Allotment Option and the issuance of the Compensation Options and the Compensation Options Shares do not and will not, whether with or without the giving of notice or passage of time or both, result in a material violation, default or breach of, or conflict with, or result in a Repayment Event or the creation or imposition of any Lien upon any property or assets of the Company, including the Business Assets, or the Subsidiaries, under the terms or provisions of (i) any Material Agreements or Debt Instruments, (ii) the articles or by laws or other constating documents or resolutions of the directors or shareholders of the Company or the Subsidiaries, (iii) any existing applicable Law, including Applicable Securities Laws, or (iv) any judgment, order, writ or decree of any Governmental Authority;

8.1.31 neither the Company nor the Subsidiaries is subject to any materially adverse liabilities or obligations, direct or indirect, accrued, absolute, contingent or otherwise and, to the knowledge of the Company, without limiting the generality of any representation or warranty given in this Agreement, there are currently no pending or threatened claims that would reasonably be expected to result in material adverse liabilities or obligations on the part of the Company or the Subsidiaries;

8.1.32 there are no judgments against the Company or the Subsidiaries that are unsatisfied, nor are there any consent decrees or injunctions to which the Company or the Subsidiaries are subject;

8.1.33 neither the Company nor the Subsidiaries has guaranteed or otherwise given security for or agreed to guarantee or give security for any liability, debt or obligation of any other Person, other than guarantees of obligations of wholly-owned Subsidiaries of the Company entered into in the Ordinary Course;

8.1.34 since December 31, 2025, the Company has carried on business in the Ordinary Course and, in each case, there has not been:

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8.1.34.1 any material adverse change in the Business Assets, liabilities or obligations (absolute, accrued, contingent or otherwise), Business, prospects, condition (financial or otherwise) or results of operations of the Company or the Subsidiary;

8.1.34.2 any material change in the share capital or long term debt of the Company or the Subsidiary;

8.1.34.3 any adverse material change to the Company on a consolidated basis,

8.1.34.4 any declaration, setting aside or payment of any dividend or other distribution with respect to any shares in the capital of the Company or Subsidiaries or any direct or indirect redemption, purchase or other acquisition of any shares, or

8.1.34.5 any change in accounting or tax practices followed by the Company or the Subsidiary;

8.1.35 no approval, authorization, consent or other order of, and no filing, registration or recording with any Governmental Authority or other person is required of the Company in connection with the execution and delivery of or with the performance by the Company of its obligations under the Transaction Documents, except as required by applicable Securities Laws or the rules and policies of the TSX;

8.1.36 the Company is, or will be upon filing of the Prospectuses, a reporting issuer or the equivalent thereof in good standing under Canadian Securities Laws of each of the Qualifying Jurisdictions and has no reasonable grounds to believe that it will not continue to be a reporting issuer or the equivalent thereof in good standing under the Canadian Securities Laws of each of the Qualifying Jurisdictions which recognize this concept up to and following the Closing Time and the Company has made timely disclosure of all material changes relating to it and no such disclosure has been made on a confidential basis and there is no material change relating to the Company or the Subsidiaries which has occurred with respect to which the requisite material change report has not been filed;

8.1.37 no portion of the publicly disclosed documents of the Company contained or will contain a misrepresentation as at its date of public dissemination;

8.1.38 all information which has been prepared by the Company relating to the Company and the Subsidiaries and their Business, Business Assets, property and liabilities and provided to the Underwriters and their counsel, including all financial, marketing, sales and operational information provided to the Company is, as of the date of such

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information, true and correct in all material respects and no fact or facts have been omitted therefrom which would make such information misleading;

8.1.39 any financial statements of the Company filed prior to the date hereof have been prepared in accordance with IFRS consistently applied; accurately, fairly and fully reflect the financial position of the Company as of the respective dates of the statements thereof, do not contain any misrepresentations with respect to the periods covered by such financial statements, and no adverse material changes in the consolidated financial position of the Company have taken place since December 31, 2025, save in the Ordinary Course of the Business;

8.1.40 there has been no change in accounting policies or practices of the Company or its Subsidiaries other than as disclosed in the Company Financial Statements;

8.1.41 the auditor who audited the annual financial statements of the Company and delivered their report with respect to such financial statements was at the time of delivering such report independent public accountants as required by the applicable Securities Laws and which meet the criteria of Part II of National Instrument 52 108 – Auditor Oversight;

8.1.42 there has never been any reportable event (within the meaning of NI 51 102) with the present or any former auditors of the Company;

8.1.43 the responsibilities and composition of the Company’s audit committee comply with NI 52-110;

8.1.44 the issued and outstanding Common Shares are listed and posted for trading on the TSX and no order ceasing or suspending trading in any securities of the Company or prohibiting the issue, sale and delivery (as applicable) of the Offered Shares or the Compensation Options or Compensation Option Shares, or the trading of any of the Company’s issued securities has been issued and no proceedings for such Company’s are pending or, to the knowledge of the Company, threatened;

8.1.45 Computershare Trust Company of Canada has been duly appointed as the registrar and transfer agent for the Common Shares (including the Offered Shares) at its principal transfer office in the City of Calgary, Alberta;

8.1.46 the Company and its Subsidiaries have paid all applicable taxes of whatsoever nature and is in compliance in all material respects with all of their obligations as required by the local Governmental Authorities in each jurisdiction in which it conducts Business;

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8.1.47 there are no actions, suits, proceedings, audits, investigations or claims in progress, now threatened, pending or contemplated against the Company or the Subsidiaries which could result in a material liability in respect of taxes, charges or levies upon the Company or the Subsidiaries. The Company and the Subsidiaries have withheld (where applicable) from each payment to each of the present and former officers, directors, employees and consultants thereof and any non-resident person, the amount of all taxes and other amounts, including, but not limited to, income tax and other deductions, required to be withheld therefrom, and has paid the same or will pay the same when due to the proper tax or other receiving authority within the time required under applicable tax legislation. The Company and the Subsidiaries have collected and remitted all amounts on account of any sales, use or transfer taxes, including without limitation, as applicable, goods and services tax and harmonized sales tax levied under the Excise Tax Act (Canada) and the comparable state, foreign, provincial, and local legislation and sales taxes required by applicable Laws to be collected and remitted by it to the appropriate Governmental Authority by the Company and the Subsidiaries (the "Sales Tax Laws"). Without limiting the generality of the foregoing, the Company and the Subsidiaries are in full compliance in all material respects with all registration, collection, remittance, and record keeping obligations under the Sales Tax Laws;

8.1.48 the Company and the Subsidiaries have established on their books and records reserves that are adequate for the payment of all taxes not yet due and payable and there are no Liens for taxes on the assets of the Company or the Subsidiaries, except for taxes not yet due and there are no audits known by the Company to be pending, of the tax returns of the Company or the Subsidiaries (whether federal, provincial, local or foreign); and there are no claims which have been or may be asserted relating to any such tax returns, which audits and claims, if determined adversely, would result in the assertion by any governmental agency of any deficiency that would have a material adverse effect on the assets or properties, business, results of operations, prospects or condition (financial or otherwise) of the Company on a consolidated basis;

8.1.49 the Company maintains (for itself and the Subsidiaries) a system of internal accounting controls sufficient to provide reasonable assurance that: (i) transactions are executed in accordance with management's general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with Canadian generally accepted accounting principles or IFRS and to maintain asset accountability; (iii) access to monies and investments is permitted only in accordance with management's general or specific authorization; and (iv) the recorded accountability for assets is

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compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences;

8.1.50 neither the Company, the Subsidiaries nor, to the knowledge of the Company, any other party is in default in the observance or performance of any material term or material obligation to be performed by any of them under any Material Agreement to which the Company or the Subsidiaries is a party or otherwise bound and no event has occurred which with notice or lapse of time or both would constitute such a material default;

8.1.51 the Transaction Documents, upon execution thereof, shall be valid and binding obligations of the Company enforceable in accordance with their terms, except as the enforceability may be limited by (i) bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors' rights generally, (ii) general equitable principles, or (iii) limitations under applicable Laws in respect of rights of indemnity, contribution and waiver of contribution;

8.1.52 the attributes of the Offered Shares, the Compensation Options and the Compensation Option Shares will conform in all material respects with the descriptions thereof set forth in this Agreement and the Prospectuses;

8.1.53 the form of the certificate representing the Common Shares, the Offered Shares, the Compensation Options and the Compensation Option Shares have been duly approved by the directors of the Company and comply with applicable Laws and, to the extent applicable, the rules and policies of the TSX;

8.1.54 the Company maintains director and officer insurance on a basis that the Company believes to be consistent with insurance obtained by reasonably prudent participants in comparable businesses. Such insurance coverage is of a type and in an amount typical to the businesses in which the Company and the Subsidiaries operate as conducted by a reasonably prudent person, based on the advice of insurance brokers consulted by the Company. Neither the Company nor the Subsidiaries have made any material claim on any policy of insurance or been refused any insurance coverage sought or applied for. The Company has no reason to believe that it will not be able to renew its existing director and officer insurance coverage as and when such coverage expires or to obtain similar coverage from similar insurers as may be necessary to continue its and each Subsidiary's businesses at a cost that would not be reasonably expected to have a material adverse effect on the financial condition of the Company on a consolidated basis;

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8.1.55 the Company and its Subsidiaries are insured by insurers who are, to the knowledge of the Company, of recognized financial responsibility; the Company and the Subsidiaries, as applicable, are insured against such losses and risks and in such amounts that are appropriate to the operations, properties and assets of the Company and the Subsidiaries, in such amounts and against such risks as are customarily carried and insured against by owners of comparable businesses, properties and assets; all policies of insurance and fidelity or surety bonds insuring the Company and its Subsidiaries and its Business, Business Assets, employees, officers and directors are in full force and effect; the Company and its Subsidiaries are in compliance with the terms of such policies and instruments in all material respects, including but not limited to the payment of premiums thereunder; there are no material claims by the Company and its Subsidiaries under any such policies or instruments as to which any insurance company is denying liabilities or defending under a reservation of rights clause; and the Company has no reason to believe that it will not be able to renew its existing insurance coverage as and when such coverage expires or to obtain similar coverage from similar insurers as may be necessary to continue its business at a cost that would not have a material adverse effect;

8.1.56 none of the directors or officers of the Company, nor any holder of more than 10% of any class of shares of the Company, or any associate or affiliate (as such terms are defined in the Applicable Securities Laws) of any of the foregoing Persons, has any material interest, direct or indirect, in any proposed material transaction which is material to or will materially affect the Company or the Subsidiaries;

8.1.57 the Company and the Subsidiaries have been and are in compliance in all material respects with all, and have not received any notice of, or been prosecuted for an offence alleging material non compliance with any, applicable federal, provincial, municipal, state and local laws, statutes, ordinances, by laws and regulations and orders, directives and decisions rendered by any ministry, department or administrative or regulatory agency, domestic or foreign (collectively, the "Environmental and Health Laws"), relating to the protection of the environment, occupational health and safety or the processing, use, treatment, storage, disposal, discharge, transport or handling of any pollutants, contaminants, chemicals or industrial, toxic or hazardous wastes or substance (collectively, "Hazardous Substances");

8.1.58 the Company and the Subsidiaries have obtained all material Permits required for the operation of its Business, as currently conducted, and each such Permit is valid, subsisting and in good standing in all material respects and the holders of such Permits are not in material default or breach thereof and no proceeding is pending or to the knowledge of the Company threatened to revoke or limit any such Permit;

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8.1.59 without limiting the generality of Section 8.1.59, the Company holds all material registrations, and has all material approvals and other authorizations, required by the United States Environmental Protection Agency, the Ontario Ministry of the Environment, Conservation and Parks, and Health Canada, and any other foreign, state or local agency or body, necessary for the conduct of the Business of the Company and the Subsidiaries, as applicable, as such Business is currently conducted, and, none of the Company nor the Subsidiaries have received any notice relating to the material withdrawal, suspension or modification of any such registration, approval or authorization;

8.1.60 neither the Company nor the Subsidiaries has used, except in compliance in all material respects with all Environmental and Health Laws, any property or facility which it owns or leases or previously owned or leased, to generate, manufacture, process, distribute, use, treat, store, dispose of, transport or handle any Hazardous Substance;

8.1.61 neither the Company nor the Subsidiaries has received any notice of, or been prosecuted for an offence alleging, noncompliance with any Environmental and Health Laws in any material respect, and none of the Company nor the Subsidiaries have settled any allegation of material non compliance short of prosecution. There are no orders or directions relating to environmental matters requiring any work, repairs, construction or capital expenditures to be made with respect to any of the assets of the Company or the Subsidiaries nor have the Company or the Subsidiaries received notice of any of the same;

8.1.62 neither the Company nor the Subsidiaries has received any notice that it is potentially responsible for a federal, provincial, state, municipal or local clean up site or corrective action under any Environmental and Health Laws. None of the Company nor the Subsidiaries have received any request for information in connection with any federal, state, municipal or local inquiries as to disposal sites;

8.1.63 the Company has not received any written notice or, to the knowledge of the Company, has any reason to believe that any material current customer: (a) ceased, or will cease, to use the products or services of the Company, (b) has substantially reduced, or will substantially reduce, the volume or use of products or services of the Company, (c) has sought, or is seeking, to reduce the price it will pay for products or services of the Company, or (d) has otherwise threatened to take any action described in the preceding clauses (a) through (c);

8.1.64 the Company has not received any notice or communication from any customer or any applicable Governmental Authority alleging a defect or claim in respect of any products supplied or sold by the Company to a customer except in the Ordinary Course of Business and, to the

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Company's knowledge, there are no pending or threatened reports, recalls, public disclosure, announcements or customer communications required to be made by the Company in respect of any products supplied or sold by the Company;

8.1.65 no existing supplier, distributor, service provider, manufacturer or contractor material to the Company or its Subsidiaries, has given the Company or its Subsidiaries notice and there is no reason to believe, that such Person does not intend to continue dealing with the Company or any Subsidiary on substantially the same terms as presently conducted, subject to changes in pricing and volume in the Ordinary Course of Business;

8.1.66 (i) each of the Company and its Subsidiaries is in compliance in all material respects with the provisions of all applicable federal, provincial, local and foreign laws and regulations respecting employment and employment practices, terms and conditions of employment and wages and hours, (ii) no collective labour dispute, grievance, arbitration or legal proceeding is ongoing, pending or, to the knowledge of the Company, threatened and no individual labour dispute, grievance, arbitration or legal proceeding is ongoing, pending or, to the knowledge of the Company, threatened with any employee of the Company or its Subsidiaries and, to the knowledge of the Company, none has occurred during the past year, and (iii) no union has been accredited or otherwise designated to represent any employees of the Company or its Subsidiaries and, to the knowledge of the Company, no accreditation request or other representation question is pending with respect to the employees of the Company or its Subsidiaries and no collective agreement or collective bargaining agreement or modification thereof has expired or is in effect in any of the Company's or its Subsidiaries facilities and none is currently being negotiated by the Company or its Subsidiaries;

8.1.67 each plan for retirement, bonus, stock purchase, profit sharing, stock option, deferred compensation, severance or termination pay, insurance, medical, hospital, dental, vision care, drug, sick leave, disability, salary continuation, legal benefits, unemployment benefits, vacation, incentive or otherwise contributed to or required to be contributed to by the Company or the Subsidiaries for the benefit of any current or former director, officer, employee or consultant (the "Employee Plans") has been maintained in compliance in all material respects with its terms and with the requirements prescribed by any and all statutes, orders, rules and regulations that are applicable to such Employee Plans. Neither the Company nor the Subsidiaries has or had any pension plan (as such term is defined in the relevant legislation of the applicable jurisdiction);

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8.1.68 all accruals for unpaid vacation pay, premiums for unemployment insurance, health premiums, federal or provincial pension plan premiums, accrued wages, salaries and commissions and Employee Plan payments have been reflected in the books and records of the Company and the Subsidiaries;

8.1.69 except as disclosed in the Company Financial Statements, neither the Company nor the Subsidiaries owe any monies to, nor does the Company or the Subsidiaries have any present loans to, or borrowed any monies from or are otherwise indebted to, any officer, director, employee, shareholder or any person not dealing at “arm’s length” (as such term is defined in the Tax Act) with any of them. Except as disclosed in the Company Financial Statements, neither the Company nor the Subsidiaries are a party to any contract or agreement with any person not dealing at arm’s length with it;

8.1.70 to the knowledge of the Company, no officer, director or employee of the Company or the Subsidiaries and no entity which is an affiliate or associate of one or more of the foregoing, owns, directly or indirectly, any interest in (except for shares representing less than 5% of the outstanding shares of any class or series of any publicly traded company), or is an officer, director, employee or consultant of, any person which is, or is engaged in, a business competitive with the Company which, in either case, materially adversely impacts, or can reasonably be expected to materially and adversely impact, on the ability to duly and properly perform its services;

8.1.71 to the knowledge of the Company, no officer, director, employee or security holder of the Company or the Subsidiaries has any cause of action or other claim whatsoever against, or owes any amount to, the Company or the Subsidiaries in connection with their business;

8.1.72 all necessary documents and proceedings have been or will be filed and taken and all other legal requirements have been or will be fulfilled under each of the Applicable Securities Laws in connection with the issuance and sale of the Offered Shares, Compensation Option and Compensation Option Shares, as applicable;

8.1.73 the operations of the Company and its Subsidiaries are and have been conducted at all times in all material respects in compliance with applicable financial recordkeeping and reporting requirements the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada) and all other money laundering statutes of all jurisdictions, the rules and regulations under such statutes and any related or similar rules, regulations or guidelines, issued, administered or enforced by any Governmental Authority (collectively, the “Money Laundering Laws”) and to the knowledge of the Company, no action, suit or

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proceeding by or before any court or Governmental Authority or any arbitrator or non Governmental Authority involving the Company with respect to the Money Laundering Laws is pending or threatened;

8.1.74 to the knowledge of the Company, neither the Company nor its Subsidiaries, nor any director, officer, employee, consultant, representative, affiliate or agent of the Company or any Subsidiary, is a person (“Sanctioned Person”) currently the target of any sanctions administered or enforced by the any government, including, the U.S. Department of the Treasury’s Office of Foreign Assets Control, the Financial Transactions Reports Analysis Centre of Canada or other relevant sanctions authority (collectively, “Sanctions”), and the Company will not directly or indirectly use the proceeds of the Offering, or lend, contribute or otherwise make available such proceeds to any Sanctioned Person, to fund any activities of or business with any Sanctioned Person, or in any country or territory, that, at the time of such funding, is the subject of Sanctions or in any other manner that will result in a violation by any Sanctioned Person (including any Sanctioned Person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of Sanctions. The Company and its Subsidiaries have not knowingly engaged in, are not now knowingly engaged in, and will not knowingly engage in, any dealings or transactions with any Person, or in any country or territory, that at the time of the dealing or transaction is or was the subject of Sanctions;

8.1.75 (a) neither the Company nor any of the Subsidiaries has, directly or indirectly, (i) made or authorized any contribution, payment or gift of funds or property of the Company or the Subsidiaries or other unlawful expense relating to political activity to any official, employee or agent of any Governmental Authority, or (ii) made any direct or indirect contribution from corporate funds to any candidate for public office, in either case, where either the payment or the purpose of such contribution, payment or gift was, is, or would be prohibited under the Corruption of Foreign Public Officials Act (Canada) or the Foreign Corrupt Practices Act of 1977 (United States), as amended, or the rules and regulations promulgated thereunder, or under any other legislation of any relevant jurisdiction covering a similar subject matter applicable to the Company or the Subsidiaries and their respective operations, and the Company and the Subsidiaries have instituted and maintain policies and procedures designed to ensure, and which are reasonably expected to continue to ensure, continued compliance with such legislation; and (b) the operations of the Company and the Subsidiaries are and have been conducted at all times in compliance with such legislation and no suit, action or proceeding by or before any Governmental Authority or any arbitrator involving the Company or any Subsidiary with respect to such legislation is in progress, or to the knowledge of the Company, pending or threatened. Neither the Company nor to the knowledge of

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the Company, any director, officer, employee, consultant, representative or agent of the Company, has (i) conducted or initiated any review, audit, or internal investigation that concluded the Company or any director, officer, employee, consultant, representative or agent of the Company violated such laws or committed any material wrongdoing, or (ii) made a voluntary, directed, or involuntary disclosure to any Governmental Authority responsible for enforcing anti bribery or anti corruption laws, in each case with respect to any alleged act or omission arising under or relating to non compliance with any such laws, or received any notice, request, or citation from any person alleging non compliance with any such laws;

8.1.76 with respect to each premises of the Company or its Subsidiaries which is material to the Company and its Subsidiaries and which the Company or its Subsidiaries occupies as tenant (the “Leased Premises”), the Company or the Subsidiaries, as applicable, occupies the Leased Premises and has the exclusive right to occupy and use the Leased Premises and each of the leases pursuant to which the Company and/or such Subsidiaries occupy the Leased Premises is in good standing in all material respects and in full force and effect. The performance of obligations pursuant to and in compliance with the terms of this Agreement and the completion of the transactions described herein by the Company, will not afford any of the parties to such leases the right to terminate such leases or result in any additional or more onerous obligations under such leases. The Company has or will provide the Underwriters and their counsel with true and complete copies of all leases in respect of the Leased Premises;

8.1.77 no real property is owned by the Company or the Subsidiaries other than the Owned Real Property;

8.1.78 the operations of the Company and its Subsidiaries at the facilities of the Owned Real Property and Leased Premises have been operated and conducted in material compliance with all applicable Laws;

8.1.79 as of the date hereof, there are no past unresolved, pending or (to the knowledge of the Company) threatened claims, complaints, notices or requests for information with respect to any alleged violation of any law and no conditions exist at, on or under the Owned Real Property or any Leased Premises which, with the passage of time, or the giving of notice or both, would give rise to liability under any applicable Law that, individually or in the aggregate, has or may reasonably be expected to have a material adverse effect with respect to the Company or the Subsidiaries;

8.1.80 there are no material actions, proceedings or investigations (whether or not purportedly by or on behalf of the Company or the Subsidiaries) that

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have commenced or that have been threatened against, or, to the knowledge of the Company, that are pending against the Company or the Subsidiaries or any of their properties at law or in equity (whether in any court, arbitration or similar tribunal) or before or by any Governmental Authority or other federal, provincial, state, municipal or other governmental department, commission, board or agency, domestic or foreign;

8.1.81 the Company has not completed any “significant acquisition” (within the meaning of NI 51-102) and is not proposing any “probable acquisitions” (within the meaning of such term under NI 44-101F1) that would require the inclusion or incorporation by reference of any additional financial statements or pro forma financial statements in the Prospectuses or the filing of a business acquisition report pursuant to Canadian Securities Laws;

8.1.82 the Company is, and will at the time of filing of the Prospectuses and at the Closing Time be, in compliance in all material respects with the by-laws, policies, rules and regulations of the TSX existing on the date hereof. The outstanding Common Shares are currently and will be listed and posted for trading on the TSX at the Closing Time and neither the Company nor the Subsidiaries has taken any action which would reasonably be expected to result in the delisting or suspension of the Common Shares on or from the TSX;

8.1.83 the Company is eligible to file a short form prospectus, and use the short form prospectus distribution system as provided, under NI 44-101 and NP 11-202, as applicable, in each of the Qualifying Jurisdictions and there are no reports or information that in accordance with the requirements of Canadian Securities Laws must be made publicly available in connection with the Offering as at the date hereof that have not been made publicly available;

8.1.84 neither any securities regulators, nor any stock exchange or comparable authority has issued any order preventing or suspending the use of the Transaction Documents or preventing the suspending the offer, sale or distribution, as applicable, of the Offered Shares, the Compensation Options, and the underlying securities thereof or other securities of the Company in the manner contemplated herein, if any, nor instituted proceedings for that purpose and no such proceedings are, to the knowledge of the Company, pending or contemplated;

8.1.85 all information and statements contained in the publicly disclosed documents of the Company (except information and statements relating solely to the Underwriters and furnished by them in writing specifically for use therein): (i) are true and correct in all material respects at the time of delivery of such documents; (ii) contain no misrepresentation

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relating to the Company and its Subsidiaries or the Offering as required by Canadian Securities Laws and such documents comply with applicable Canadian Securities Laws; and (iii) do not omit any material fact or information which is necessary to make the statements or information contained therein not misleading in light of the circumstances under which they were made;

8.1.86 any statistical, industry and market-related data or information included in the publicly disclosed documents of the Company are based on or derived from sources that the Company believes to be reliable and accurate in all material respects, and the Company has obtained the consent to the use of any such data or information from such sources to the extent required;

8.1.87 the Company has a reasonable basis for disclosing any forward-looking or future-oriented financial information contained in the publicly disclosed documents of the Company and is not, as at the date hereof, required to update any such forward-looking information pursuant to NI 51-102;

8.1.88 to the knowledge of the Company, there is no pending or publicly proposed change to any law, regulation or position of a Governmental Authority that would have material adverse effect;

8.1.89 the minute books and corporate records of the Company and the Subsidiaries made or to be made available to the Underwriters and their counsel in connection with the Underwriters’ due diligence investigations of the Company for the periods from their respective dates of incorporation or other such date to the date of examination thereof, are the original minute books and records of such companies or true copies thereof and contain copies of all proceedings other than in respect of the Offering (or certified copies thereof) of the shareholders, the boards of directors and all committees of the boards of directors of such companies and there have been no other proceedings of the shareholders, boards of directors or any committee of the boards of directors of such companies to the date of review of such corporate records and minute books not reflected in such minute books and corporate and other records other than those which have been disclosed to the Underwriters in writing and those which are not material in the context of the Company on a consolidated basis;

8.1.90 the Company is in compliance in all material respects with its continuous and timely disclosure obligations under Canadian Securities Laws and the rules and regulations of the TSX and has filed all documents required to be filed by it with the securities regulators under applicable Canadian Securities Laws, and no document has been filed

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on a confidential basis with the securities regulators that remains confidential at the date hereof;

8.1.91 the Company has not withheld from the Underwriters or their counsel any fact or information relating to the Company, the Subsidiaries or to the Offering that could reasonably be expected to be material to the Underwriters;

8.1.92 at the time of delivery thereof to the Underwriters, the descriptions of the securities of the Company in the Preliminary Prospectus and the Final Prospectus will be true, complete and accurate descriptions, in all material respects, of the rights, privileges, restrictions, terms and conditions attaching to such securities;

8.1.93 the Over-Allotment Option has been duly and validly authorized and granted by the Company;

8.1.94 at the time of delivery thereof, the Preliminary Prospectus, the Final Prospectus, the U.S. Placement Memorandum and any Supplementary Material, including any and all amendments thereto, will (i) be true and correct in all material respects; (ii) contain no misrepresentation relating to the Company and its Subsidiaries or the Offering as required by Canadian Securities Laws and comply with applicable Canadian Securities Laws; and (iii) not omit any material fact or information which is necessary to make the statements or information contained therein not misleading in light of the circumstances under which they were made;

8.1.95 the Preliminary Prospectus, the Final Prospectus, the U.S. Placement Memorandum and any Supplementary Material, as the case may be, will be prepared and filed in compliance in all material respects with the Canadian Securities Laws of the Qualifying Jurisdictions;

8.1.96 there are no claims with respect to indigenous rights currently outstanding or, to the knowledge of the Company, threatened or pending, with respect to the Company, any Subsidiary or the Business Assets;

8.1.97 the Company has not taken and will not take, directly or indirectly, any action which is designed to or which has constituted or which might reasonably be expected to cause or result in stabilization or manipulation of the price of any security of the Company to facilitate the sale of the Treasury Shares;

8.1.98 other than the Underwriters (or any Selling Firms) in respect of the Offering, there is no person acting or purporting to act at the request of the Company who is entitled to any brokerage, agency or other advisory or similar fee in connection with the transactions contemplated herein;

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8.1.99 the Company has no securities outstanding which are convertible into or exchangeable or exercisable for Common Shares and there are no outstanding options on or rights to subscribe for any of the unissued Common Shares except as described in the Prospectuses; and

8.1.100 the Company and the Subsidiaries have not approved or entered into any agreement in respect of: (i) the purchase of any material property or any interest therein, or the sale, transfer or other disposition of any material property or any interest therein currently owned, directly or indirectly, by the Company or the Subsidiaries whether by asset sale, transfer of shares, or otherwise, and in each such case, that is material to the Company and the Subsidiaries (taken as a whole); or (ii) the change of control (by sale or transfer of a majority of the Common Shares or sale of all or substantially all of the assets of the Company) of the Company.

8.2 The Company’s representations, warranties and covenants contained in Schedule “A” attached hereto are hereby incorporated by reference herein and made a part thereof.

Representations and Warranties of the Selling Shareholders

9.1 Each of the Selling Shareholders represents and warrants to the Underwriters and the Company, and acknowledges that the Underwriters and the Company are relying upon such representations and warranties in completing the transaction contemplated under this Agreement, that:

9.1.1 the applicable Selling Shareholder has the requisite power, authority and capacity, and all requisite action has been taken by the applicable Selling Shareholder to enter into and deliver this Agreement and to perform its obligations hereunder;

9.1.2 this Agreement has been duly executed and delivered by the applicable Selling Shareholder and constitutes a legal, valid and binding obligation of the applicable Selling Shareholder, enforceable against it in accordance with its terms; except as enforcement hereof and thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the rights of creditors generally and except as limited by the application of equitable principles when equitable remedies are sought and subject to the fact that rights of indemnity and contribution may be limited by applicable law;

9.1.3 the sale of the Secondary Shares by the applicable Selling Shareholder and the compliance by such Selling Shareholder with all of the provisions of this Agreement and the consummation of the transactions herein contemplated will not conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, the terms, conditions or provisions of such Selling Shareholder’s

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constating documents or any resolutions of its directors or shareholders (in each case, where applicable), any applicable laws, indenture, note, mortgage, deed of trust, loan agreement or other agreement or instrument to which such Selling Shareholder is a party or by which such Selling Shareholder is bound, or to which any of the property or assets of such Selling Shareholder is subject or any statute or any order, rule or regulation of any governmental authority having jurisdiction over such Selling Shareholder or the property thereof;

9.1.4 the applicable Selling Shareholder has not taken and will not take, directly or indirectly, any action which is designed to or which has constituted or which might reasonably be expected to cause or result in stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Secondary Shares;

9.1.5 other than the Underwriters in respect of the Offering, there is no person acting or purporting to act at the request of the applicable Selling Shareholder who is entitled to any brokerage, agency or other advisory or similar fee in connection with the transactions contemplated herein;

9.1.6 there is no action, proceeding or investigation pending or, to the knowledge of the applicable Selling Shareholder, threatened against or affecting such Selling Shareholder, at law or in equity, before or by any governmental authority, which questions the validity of any action taken or to be taken by such Selling Shareholder pursuant to this Agreement or in connection with the Offering;

9.1.7 the applicable Selling Shareholder is the sole beneficial owner of all of the Secondary Shares to be sold by such Selling Shareholder hereunder, free and clear of any Lien, claim, security, interest or other encumbrance whatsoever;

9.1.8 the applicable Selling Shareholder has full legal right, power and authority to sell the Secondary Shares to be sold by such Selling Shareholder hereunder, free and clear of any Lien, claim, security interest or other encumbrance whatsoever;

9.1.9 there are no agreements or restrictions which in any way limit or restrict the sale or transfer of any of the Secondary Shares to be sold by such Selling Shareholder hereunder;

9.1.10 no person (except the Underwriters) has any agreement or option, or any right or privilege (whether by applicable law, pre-emptive or contractual) capable of becoming such, under which the applicable Selling Shareholder is, or may become, obligated to transfer any Secondary Shares to be sold by such Selling Shareholder hereunder; and

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9.1.11 other than as may be required under Applicable Securities Laws, no authorization is required for the sale or delivery by the applicable Selling Shareholder of the Secondary Shares to be sold by such Selling Shareholder hereunder.

9.2 The Selling Shareholder representations, warranties and covenants contained in Schedule “A” attached hereto are hereby incorporated by reference herein and made a part thereof.

10. Closing of the Offering

10.1 The closing of the purchase and sale of the Offered Shares provided for in this Agreement shall be completed remotely via electronic transmission (such as by use of PDF) of documentation at the Closing Time or at such other place as the Company, the Selling Shareholders and the Underwriters may agree in writing. At the Closing Time, delivery of the Offered Shares to the Underwriters shall be made through the facilities of CDS, or in such other manner as the Underwriters may direct.

10.2 The following are conditions precedent to the obligations of the Underwriters under this Agreement, which conditions each of the Company and the Selling Shareholders covenants to use its best efforts to fulfil as it relates to such party within the times set out herein, and which conditions may be waived in writing in whole or in part by the Underwriters:

10.2.1 receipt by the Underwriters of the following documents:

10.2.1.1 favourable legal opinions, dated the Closing Date, from the Selling Shareholders’ counsel and from the Company’s counsel, with respect to matters including the qualification of the Offered Shares for sale to the public and as to other matters governed by the laws of other jurisdictions in Canada, and may rely as to matters of fact on certificates of officers, public and exchange officials or of the Auditors or the Company’s transfer agent, as follows:

10.2.1.1.1. the incorporation and subsistence of the Company and the Canadian Subsidiaries (other than Intelligent Fabric Technologies Inc.) and as to the corporate power and capacity of the Company to enter into and carry out its obligations under the Transaction Documents and to issue and sell the Offered Shares, grant the Over-Allotment Option and issue the Compensation Option and Compensation Option Shares;

10.2.1.1.2. the authorized and issued capital of the Company and the Canadian Subsidiaries and the ownership of

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the issued and outstanding securities of the Canadian Subsidiaries (in each case other than Intelligent Fabric Technologies Inc.);

10.2.1.1.3. the Company and the Canadian Subsidiaries (other than Intelligent Fabric Technologies Inc.) have all requisite corporate power and capacity under the laws of its jurisdiction of existence to carry on its business as presently carried on and to own, lease and operate its properties and assets as described in the Prospectuses;

10.2.1.1.4. all necessary corporate action having been taken by the Company to authorize the execution and delivery of the Transaction Documents, and the performance of its obligations hereunder and thereunder;

10.2.1.1.5. the Transaction Documents having been duly executed and delivered by the Company and constituting a legal, valid and binding obligation of, and being enforceable against, the Company in accordance with its terms (subject to bankruptcy, insolvency or other Laws affecting the rights of creditors generally, general equitable principles including the availability of equitable remedies and the qualification that no opinion need be expressed as to rights to indemnity or contribution, and such other customary qualifications for an opinion of this nature);

10.2.1.1.6. the execution and delivery by the Company of the Transaction Documents, the fulfilment of the terms thereof by the Company, and the issue, sale and delivery on the Closing Date of the Offered Shares, the grant of the Over-Allotment Option and the issuances of the Compensation Options and Compensation Option Shares, as contemplated herein, not constituting or resulting in a breach of or a default under, and not creating a state of facts which, after notice or lapse of time or both, will constitute or result in a breach of or a default under, and will not conflict with, any of the terms, conditions or provisions of the articles and by-laws of the Company or any applicable provincial Law, and the federal Laws of Canada;

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10.2.1.1.7. all necessary documents have been filed, all requisite proceedings have been taken and all approvals, permits, consents and authorizations of the Securities Commissions in each of the Qualifying Jurisdictions have been obtained by the Company to qualify the distribution to the public of the Offered Shares in each of the Qualifying Jurisdictions through persons who are registered under Canadian Securities Laws and to qualify the grant of the Over-Allotment Option to the Underwriters, and to issue the Compensation Options and Compensation Option Shares;

10.2.1.1.8. the Offering Documents having been duly authorized and executed, if required by applicable laws to be executed, by the Company;

10.2.1.1.9. the Offered Shares and Compensation Option Shares having been conditionally approved, or approved, for listing on the TSX, subject only to certain standard listing conditions;

10.2.1.1.10. the Offered Shares upon payment of the aggregate Offering Price, including the Option Shares if the Over-Allotment Option is exercised, having been validly issued by the Company as fully paid and non-assessable Common Shares;

10.2.1.1.11. the Compensation Options have been duly and validly created and issued;

10.2.1.1.12. the Compensation Option Shares have been reserved and authorized and allotted for issuance and upon the receipt of payment therefor by the Company and the issue thereof upon exercise of the Compensation Options in accordance with the provisions of the Compensation Option Certificates, the Compensation Option Shares will be duly and validly issued as fully paid and non-assessable Common Shares;

10.2.1.1.13. the rights, privileges, restrictions and conditions attaching to the Offered Shares, the Over-Allotment Option, the Compensation Options and the Compensation Option Shares conform in all material respects with the description thereof set forth in the Prospectuses;

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10.2.1.1.14. in those Qualifying Jurisdictions where sales of Offered Shares are completed, the Company being a reporting issuer (or the equivalent) under the Canadian Securities Laws of all of the Qualifying Jurisdictions, and not being included on a list of defaulting reporting issuers maintained by the securities regulators of such jurisdictions;

10.2.1.1.15. the forms of certificates representing the Common Shares have been duly approved and adopted by the Company and comply in all material respects with the constating documents of the Company, applicable Laws and the requirements of the TSX;

10.2.1.1.16. the issuance by the Company of the Compensation Option Shares upon the due exercise of the Compensation Options is exempt from, or is not subject to, the prospectus requirements of Canadian Securities Laws in the Qualifying Jurisdictions and no prospectus or other documents are required to be filed, proceedings taken, or approvals, permits, consents or authorizations obtained under Canadian Securities Laws of the Qualifying Jurisdictions in connection therewith;

10.2.1.1.17. the statements set forth in the Prospectuses under the headings "Eligibility for Investment" and "Certain Canadian Federal Income Tax Considerations", insofar as such statements constitute statements of law, provide accurate summaries of the matters of Canadian federal income tax law addressed therein, subject to the qualifications, assumptions, limitations and understandings set out under such headings;

10.2.1.1.18. Computershare Trust Company of Canada has been duly appointed as the transfer agent and registrar for the Common Shares; and

10.2.1.1.19. as to such other matters as the Underwriters' legal counsel may reasonably request;

10.2.1.2 favourable legal opinions, dated the Closing Date, from reputable external legal counsel to the Company and the non-Canadian Subsidiaries, as to (i) the incorporation and existence of the non-Canadian Subsidiaries; (b) the ability of the non-Canadian Subsidiaries to carry on their business as

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presently carried on and to own, lease and operate their properties and assets; (c) the authorized capital and issued and outstanding share capital of the non-Canadian Subsidiaries; and (d) the ownership of the issued and outstanding securities of the non-Canadian Subsidiaries, in form and substance acceptable to the Underwriters, acting reasonably;

10.2.1.3 in the event that any sales of Treasury Shares are made in the United States pursuant to this Agreement, a favourable legal opinion, dated the Closing Date, from the Company’s United States counsel, to the effect that it is not necessary in connection with (i) the offer and sale of the Treasury Shares to the Underwriters, and (ii) the initial reoffer and resale of the Treasury Shares by the Underwriters, through their U.S. Affiliates in the United States, or (iii) the offer by the Underwriters through their U.S. Affiliates and sale by Company, as applicable, to register the Treasury Shares under the U.S. Securities Act, provided, in each case, that such offers and sales are made in accordance with this Agreement and the U.S. Placement Memorandum (it being understood that no opinion needs to be given by counsel as to subsequent resale of any Treasury Shares);

10.2.1.4 a certificate or certificates, dated the Closing Date, and signed by the President and Chief Executive Officer, Chief Financial Officer or the General Counsel and Corporate Secretary of the Company, or such other officer of the Company as may be acceptable to the Underwriters, acting reasonably, certifying for and on behalf of the Company, with respect to: (a) the constating documents of the Company; (b) the resolutions of the board of directors of the Company relevant to Offering; and (c) the incumbency and signatures of signing officers of the Company;

10.2.1.5 a certificate or certificates, dated the Closing Date, and signed by the President and Chief Executive Officer, Chief Financial Officer or the General Counsel and Corporate Secretary of the Company, or such other officer of the Company as may be acceptable to the Underwriters, acting reasonably, certifying that: (i) the Company has complied in all material respects with all terms and conditions of this Agreement to be complied with by the Company at or prior to the Closing Time; (ii) the representations and warranties of the Company contained herein are true and correct in all material respects (or, in the case of any representation or warranty containing a materiality or material adverse effect qualifier, in all respects) as of the Closing Time; (iii) no order, ruling or

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determination having the effect of ceasing or suspending trading in the Common Shares has been issued and no proceedings for such purpose are pending or, to the best of the knowledge, information and belief of the person signing such certificate, are contemplated or threatened; and (iv) to the best of the knowledge, information and belief of the person signing such certificate, after having made reasonable inquiries, there has been no material adverse change from that disclosed in the Prospectuses or any Supplementary Material (as they existed at the time of filing) at the Closing Time, and certifying to such other matters of a factual nature as the Underwriters and the Underwriters’ counsel may reasonably request;

10.2.1.6 a certificate or certificates, dated the Closing Date, and signed by each of the Selling Shareholders, or such other officer of each of the Selling Shareholders as may be acceptable to the Underwriters, acting reasonably, certifying that (i) the Selling Shareholders have complied with all terms and conditions of this Agreement to be complied with by the Selling Shareholders at or prior to the Closing Time; and (ii) the representations and warranties of the Selling Shareholders contained herein are true and correct as of the Closing Time, and certifying to such other matters of a factual nature as the Underwriters and the Underwriters’ counsel may reasonably request;

10.2.1.7 a “bring-down” comfort letter from the Auditors required to be delivered pursuant to Section 6.3.2;

10.2.1.8 certificates of good standing or similar certificates with respect to the jurisdiction in which the Company and each of the Subsidiaries is incorporated or existing and evidence of all extra-jurisdictional registrations, as applicable;

10.2.1.9 the Underwriters shall have received an executed lock-up agreement from each of the directors and officers of the Company, and the Selling Shareholders, in a form satisfactory to the Underwriters, acting reasonably, under which each such person agrees that for a period commencing on the date of the Engagement Letter and ending 90 days from the Closing Date, they will not, without the prior written consent of the Lead Underwriter, on behalf of the Underwriters (such consent not to be unreasonably withheld), directly or indirectly, offer, sell, contract to sell, grant any option to purchase, make any short sale, lend, swap, or otherwise dispose of, transfer, assign, or announce any

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intention to do so, any Common Shares or any securities convertible into or exchangeable for Common Shares, whether now owned directly or indirectly, or under their control or direction, or with respect to which each has beneficial ownership, or enter into any transaction or arrangement that has the effect of transferring, in whole or in part, any of the economic consequences of ownership of Common Shares, whether such transaction is settled by the delivery of Common Shares, other securities, cash or otherwise, other than pursuant to a bona fide take-over bid or any other similar transaction made generally to all of the shareholders of the Company; provided that, in the event the change of control or other similar transaction is not completed, such securities shall remain subject to the lock-up agreement;

10.2.1.10 evidence satisfactory to the Underwriters that the Company has authorized and approved this Agreement, and the issuance and sale of the Offered Shares and the grant of the Over-Allotment Option and all matters relating thereto;

10.2.1.11 evidence satisfactory to the Underwriters that each of the Selling Shareholders has authorized and approved this Agreement, and the sale of the Secondary Shares and all matters relating thereto; and

10.2.1.12 evidence satisfactory to the Underwriters of one or more electronic transfers of the Offered Shares to the Underwriters, or in such other manner as the Underwriters may direct, against payment to the Company and the Selling Shareholders, as applicable, or as the Company and each of the Selling Shareholders may direct, of the aggregate purchase price of the Treasury Shares and the Secondary Shares, as applicable, less an amount equal to the full amount of the Underwriting Fee payable in respect of the applicable Offered Shares, by wire transfer;

all in form and substance satisfactory to the Underwriters, acting reasonably;

10.2.2 the Prospectuses and any Supplementary Material shall have been filed by the Company with the applicable securities commissions in accordance with applicable Canadian securities laws (except for any specific requirements that the Underwriters have expressly agreed in writing may be fulfilled subsequent to the filing of the Preliminary Prospectus but prior to the filing of the Final Prospectus);

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10.2.3 the representations and warranties of the Company contained herein being true and correct in all material respects (or, in the case of any representation or warranty containing a materiality or material adverse effect qualifier, in all respects) as of the Closing Time with the same force and effect as if made at and as of the Closing Time after giving effect to the transactions contemplated hereby;

10.2.4 the representations and warranties of each of the Selling Shareholders contained herein being true and correct in all material respects (or, in the case of any representation or warranty containing a materiality qualifier, in all respects) as of the Closing Time with the same force and effect as if made at and as of the Closing Time after giving effect to the transactions contemplated hereby;

10.2.5 the Company having complied with all covenants and satisfied all terms and conditions to be complied with and satisfied by it at or prior to the Closing Time;

10.2.6 each of the Selling Shareholders having complied with all covenants and satisfied all terms and conditions to be complied with and satisfied by it at or prior to the Closing Time; and

10.2.7 the Underwriters not having previously terminated their obligations pursuant to Section 13 of this Agreement.

10.3 It shall be a condition precedent to the Company and each of the Selling Shareholders obligations to sell the Offered Shares that:

10.3.1 the Underwriters shall have delivered or caused to be delivered to the Company and such Selling Shareholder, as applicable, wire transfers representing the aggregate purchase price payable by the Underwriters for the Treasury Shares issued and sold by the Company and the Secondary Shares sold by such Selling Shareholder hereunder, less the applicable amounts equal to the related Underwriting Fee;

10.3.2 the Underwriters shall have complied with the covenants and satisfied all terms and conditions to be complied with and satisfied by the Underwriters at or prior to the Closing Time (which condition may be waived in writing, in whole or in part, by each of the Company and the Selling Shareholders);

10.3.3 the representations and warranties of the Underwriters contained herein being true and correct in all material respects (or, in the case of any representation or warranty containing a materiality or material adverse effect qualifier, in all respects) as of the Closing Time with the same force and effect as if made at and as of the Closing Time; and

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10.3.4 no order shall have been made by any Securities Commissions which restricts in any manner the distribution of the Offered Shares.

10.4 Notwithstanding any provision to the contrary herein, the Company's and the Selling Shareholders' obligations with respect to the preparation and delivery of, and representations, warranties and covenants regarding, the U.S. Placement Memorandum shall be of no force and effect unless (and until) the Lead Underwriter provides prior written notice to the Company and the Selling Shareholders that the Offered Shares have been offered and sold to a Person in the United States.

10.5 If the Over-Allotment Option is exercised as to all or any portion of Option Shares, evidence satisfactory to the Underwriters of one or more electronic transfers from the Company in respect of the Option Shares in a manner consistent with that contemplated by Section 10.2.1.12, and payment therefor, shall be delivered at the Option Closing Time in the manner, and upon the terms and conditions set forth in Section 10.1 and Section 10.2.1.12, except that reference therein to "Offered Shares" and "Closing Time" shall be deemed, for the purposes of this Section 10.5, to refer to the Option Shares and the Option Closing Time, respectively.

If the Over-Allotment Option is exercised, the obligations of the Underwriters to purchase the Option Shares shall be conditional on the delivery by the Company of the certificates referred to in Section 10.2.1.4 and 10.2.1.5 as of the Option Closing Time as if references therein to "Closing Time" were references to Option Closing Time, a "bring-down" of the comfort letter from the Auditors dated the Option Closing Date required to be delivered pursuant to 10.2.1.7 and such other certificates, opinions, agreements, materials or other documents in form and substance satisfactory to the Underwriters as they may reasonably request.

The obligation of the Underwriters to close the purchase of any Option Shares at the Option Closing Time shall be conditional on the Underwriters not having previously terminated their obligations pursuant to Section 13 of this Agreement, with reference therein to "Closing Time" being deemed, for the purposes thereof, to refer to the Option Closing Time.

Indemnity

11.1 The Company and the Selling Shareholders (collectively, the "Indemnitors") agree to indemnify and hold the Underwriters and the directors, officers, employees, partners and agents of each of the Underwriters (hereinafter referred to as the "Personnel") harmless from and against any and all expenses, losses (other than loss of profits), claims, actions, damages (other than special, punitive or consequential damages) or liabilities, whether joint or several (including the aggregate amount paid in reasonable settlement of any actions, suits, proceedings or claims (provided such settlement is effected with the

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written consent of the Indemnitors)), and the reasonable fees and expenses of its counsel that may be incurred in advising with respect to and/or defending any claim that may be made against the Underwriters, to which the Underwriters and/or each of their Personnel may become subject or otherwise involved in any capacity under any statute or common law or otherwise insofar as such expenses, losses, claims, damages, liabilities or actions arise out of or are based, directly or indirectly, upon the performance of professional services rendered by the Underwriters and each of their Personnel hereunder or otherwise in connection with the matters referred to in this Agreement, provided, however, that this indemnity shall not apply to the extent that a court of competent jurisdiction in a final judgment that has become non-appealable (or in a formal settlement agreement or binding arbitration) shall determine that:

11.1.1 the Underwriters and any of their Personnel have been negligent or have committed any fraudulent act or wilful misconduct in the course of such performance; and

11.1.2 the expenses, losses, claims, damages or liabilities, as to which indemnification is claimed, were caused by or contributed to by the circumstances referred to in 11.1.1 above;

provided further that, notwithstanding the foregoing, the liability of the Selling Shareholders under this indemnity shall be several and not joint and several with the Company, shall be strictly limited to misrepresentations in the information provided by the Selling Shareholders specifically for inclusion in the Prospectuses and breaches of their representations regarding title to the shares, and shall in no event exceed the gross proceeds received by each such Selling Shareholder from the sale of their respective shares.;

11.2 If for any reason (other than the occurrence of any of the events itemized in 11.1.1 and 11.1.2 above), the foregoing indemnification is unavailable to the Underwriters or insufficient to hold them harmless, then the Indemnitors shall contribute to the amount paid or payable by the Underwriters as a result of such expense, loss, claim, damage or liability in such proportion as is appropriate to reflect not only the relative benefits received by the Indemnitors on the one hand and the Underwriters on the other hand but also the relative fault of the Indemnitors and the Underwriters, as well as any relevant equitable considerations; provided that the Indemnitors shall, in any event, other than the occurrence of any of the events itemized in 11.1.1 and 11.1.2 above, contribute to the amount paid or payable by the Underwriters as a result of such expense, loss, claim, damage or liability ("Claim"), any excess of such amount over the amount of the fees received by the Underwriters hereunder;

11.3 The Indemnitors agree that in case any legal proceeding shall be brought against the Indemnitors and/or the Underwriters by any person or by any governmental commission or regulatory authority or any stock exchange or other entity having regulatory authority, either domestic or foreign, shall investigate the

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Indemnitors and/or the Underwriters and any Personnel of any of the Underwriters shall be required to testify in connection therewith or shall be required to respond to procedures designed to discover information regarding, in connection with, or by reason of the performance of professional services rendered to the Indemnitors by the Underwriters, the Underwriters shall have the right to employ one single lead legal counsel for all of the Underwriters and their Personnel collectively (along with one local counsel in each relevant jurisdiction, if required) in connection therewith, and the reasonable fees and expenses of such counsel as well as the reasonable costs and out-of-pocket expenses incurred by their Personnel in connection therewith shall be paid by the Indemnitors as they occur provided that (i) the employment of such counsel has been authorised in writing by the Indemnitors; (ii) the Indemnitors have not assumed the defence of the action within a reasonable period of time after receiving notice of the Claim; (iii) the named parties to any such Claim included the Indemnitors, and the Underwriters or the Personnel shall have been advised by their counsel that there is an actual or materially probable conflict of interest between them and the Indemnitors; or (iv) there are one or more defences available to the Underwriters and the Personnel which are different from or in addition to those available to the Indemnitors, as the case may be;

11.4 Promptly after receipt of notice of the commencement of any Claim against the Underwriters or any of their Personnel or after receipt of notice of the commencement of any investigation, which is based, directly or indirectly, upon any matter in respect of which indemnification may be sought from the Indemnitors, the Underwriters will notify the Indemnitors in writing of the commencement thereof and, throughout the course thereof, will provide copies of all relevant documentation to the Indemnitors, will keep the Indemnitors advised of the progress thereof and will discuss with the Indemnitors all significant actions proposed. The omission so to notify the Indemnitors shall not relieve the Indemnitors of any liability which the Indemnitors may have to the Underwriters and Personnel except only to the extent that any such delay in giving or failure to give notice as herein required materially prejudices the defence of such action, suit, proceeding, claim or investigation or results in any material increase in the liability which the Indemnitors would otherwise have under this indemnity had the Underwriters not so delayed in giving or failed to give the notice required hereunder;

11.5 The Indemnitors shall be entitled (but not required) to assume the defence on behalf of the Underwriters or Personnel (the "Indemnified Parties") of any such Claim; provided that the defence shall be through legal counsel selected by the Indemnitors and acceptable to the Underwriters, acting reasonably. Upon the Indemnitors notifying the Underwriters in writing of its election to assume the defence and retaining counsel, the Indemnitors shall not be liable to the Underwriters for any legal expenses subsequently incurred by them in connection with such defence. If such defence is assumed by the Indemnitors, the Indemnitors throughout the course thereof will provide copies of all relevant documentation to the Underwriters, will keep the Underwriters advised of the

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progress thereof and will discuss with the Underwriters all significant actions proposed. An Indemnified Party shall be entitled to retain their own counsel (provided that the Indemnitors shall only be responsible for the reasonable fees and expenses of one single lead legal counsel for all Indemnified Parties collectively, along with one local counsel in each relevant jurisdiction, if required) at the expense of the Indemnitors in the event that: (i) the employment of such counsel has been authorised in writing by the Indemnitors; (ii) the Indemnitors have not assumed the defence of the action within a reasonable period of time after receiving notice of the Claim; (iii) the named parties to any such Claim included the Indemnitors, and the Indemnified Party shall have been advised by their counsel that there is an actually or materially probable conflict of interest between them and the Indemnitors; or (iv) there are one or more defences available to the Indemnified Party which are different from or in addition to those available to the Indemnitors, as the case may be;

11.6 Neither the Indemnitors nor any Indemnified Party will, without the other party’s prior written consent, such consent not to be unreasonably withheld, admit any liability, settle, compromise, consent to the entry of any judgment in or otherwise seek to terminate any action, suit, proceeding, investigation or claim in respect of which indemnification may be sought hereunder unless in connection with any settlement, compromise or consent by the Indemnitors, such settlement, compromise or consent (i) includes an unconditional release of each Indemnified Party from any liabilities arising out of such action, suit, proceeding, investigation or claim (if an Indemnified Party is a party to such action) and (ii) does not include a statement as to, or an admission of fault, culpability or a failure to act by or on behalf of an Indemnified Party;

11.7 The indemnity and contribution obligations of the Indemnitors shall be in addition to any liability which the Indemnitors may otherwise have, shall extend upon the same terms and conditions to the Personnel of the Underwriters and shall be binding upon and enure to the benefit of any successors, assigns, heirs and personal representatives of the Indemnitors, the Underwriters and any of the Personnel of the Underwriters. The foregoing provisions shall survive the completion of professional services rendered under this Agreement or any termination of the authorization given by the this Agreement; and

11.8 The Company hereby constitutes the Lead Underwriter as trustee for each of the other Underwriters and the Personnel of the Company’s covenants under this indemnity with respect to such persons and Lead Underwriter agrees to accept such trust and to hold and enforce such covenants on behalf of such persons.

Expenses

The Company will be responsible for all costs and expenses related to the Offering (except for Underwriters’ discounts or commissions allocable to the sale of Secondary Shares by the Selling Shareholders and applicable transfer taxes relating thereto, if any, and the Selling

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Shareholders' legal and professional fees, all of which shall be borne by the Selling Shareholders), whether or not it is completed, including, but not limited to: fees and disbursements of the Company's legal counsel; fees and disbursements of the Company's accountants and auditors; fees and disbursements of other applicable experts; Company expenses related to roadshows and marketing activities; printing costs; filing fees; stock exchange fees; reasonable out-of-pocket expenses of the Underwriters (including, but not limited to, their travel expenses in connection with due diligence and marketing activities), provided that any such single out-of-pocket expense in excess of $5,000 shall be subject to prior approval, and taxes on all of the foregoing, and the reasonable fees and disbursements of legal counsel for the Underwriters up to a maximum of $150,000 in legal fees (plus applicable taxes and disbursements). All such foregoing expenses shall be payable whether or not the Offering is completed.

13. Termination

13.1 In addition to any other remedies which may be available to the Underwriters, any Underwriter shall be entitled, at its option, to terminate and cancel, without any liability on the Underwriter's part, its obligations under this Agreement, if:

13.1.1 there shall occur any material change or change in a material fact, or there should be discovered any previously undisclosed material fact which, in the sole opinion of the Underwriters (or any one of them), has or would reasonably be expected to have a significant adverse effect on the market price or value of the Common Shares or other securities of the Company;

13.1.2 any order, inquiry, action, suit, investigation or other proceeding (whether formal or informal) is commenced, announced or threatened or made by any federal, provincial, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality including, without limitation, the TSX or any securities regulatory authority against the Company, its Subsidiaries or any of their respective officers or directors or any principal shareholders of the Company, or any law or regulation is enacted or changed which in the sole opinion of the Underwriters, acting reasonably, operates or threatens to prevent, cease or restrict the issuance or trading of the securities of the Company or materially and adversely affects or would reasonably be expected to materially and adversely affect the operations or affairs of the Company or the market price or value of the Common Shares or other securities of the Company;

13.1.3 if there should develop, occur or come into effect or existence any event, action, state, accident, condition, terrorist event, pandemic, natural disaster, public protest or major financial, political or economic occurrence of national or international consequence or any law or regulation which in the sole opinion of the Underwriters (or any one of them) seriously adversely affects, or will, or could reasonably be

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expected to, seriously adversely affect, the financial markets or the business, operations or affairs of the Company and its Subsidiaries, on a consolidated basis;

13.1.4 an order shall have been made or threatened to cease or suspend trading in the Common Shares or any other securities of the Company, or to otherwise prohibit or restrict in any manner the distribution or trading of the Common Shares or any other securities of the Company, or proceedings are announced or commenced for the making of any such order by any securities regulatory authority or similar regulatory or judicial authority or the TSX, which order has not been rescinded, revoked or withdrawn; or

13.1.5 any condition shall remain outstanding and uncompleted at any time after the time which is it required to be completed or waived, or the Company is in breach of any representation, warranty or covenant contained in the Agreement, including, for greater certainty, the covenant of the Company to make all necessary filings with the securities regulator in any Qualifying Jurisdiction where it is not currently a reporting issuer, but in which the Preliminary Prospectus is filed for purposes of effecting sales under the Offering in such Qualifying Jurisdiction, prior to or concurrently with the filing of the Preliminary Prospectus such that it becomes eligible to use the short form prospectus distribution system as provided under NP 11-202 and NI 44-101 in such Qualifying Jurisdictions where the offer and sale of Common Shares is proposed to be made.

Any such termination shall be effected by an Underwriter or the Underwriters by giving the Company, the Selling Shareholders and the Lead Underwriter written notice to that effect not later than the Closing Time. If an Underwriter terminates its obligations hereunder pursuant to this Section 13, the Company's and the Selling Shareholders' liability hereunder to the Underwriter shall be limited to the Company's and the Selling Shareholders' obligations under Sections 11 and 12 thereof.

Reliance on the Lead Underwriter

All steps or other actions which must or may be taken by the Underwriters in connection with this Agreement shall be taken by the Lead Underwriter, with the exception of the matters contemplated by Sections 11, 13 and 16, on the Underwriters' behalf and the execution of this offer by the Underwriters shall constitute the authority of the Company and the Selling Shareholders for accepting notification of any such steps or other actions from the Lead Underwriter. The Lead Underwriter hereby agrees to use its reasonable best efforts to consult with the other Underwriters prior to taking any step or other action pursuant to this Section 14.

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15. Underwriters' Obligation to Purchase Offered Shares

15.1 The Underwriters' obligation to purchase the Offered Shares at the Closing Time or the Option Closing Time, as applicable, shall be several and not joint, and the Underwriters' respective obligations in this respect shall be as to the following percentages of the aggregate amount of Offered Shares to be purchased at that time:

Beacon Securities Limited	70.0%
Stifel Nicolaus Canada Inc.	15.0%
ATB Capital Markets Corp.	7.5%
Haywood Securities Inc.	7.5%
	100.0%

15.2 If an Underwriter fails to purchase its applicable percentage of the aggregate amount of the Offered Shares at the Closing Time or the Option Closing Time, as applicable, (the Offered Shares in respect of which the defaulting Underwriter(s) fail to purchase and the non-defaulting Underwriters do not elect to purchase being hereinafter called the "Defaulted Securities") and the number of Defaulted Securities exceeds 10% of the number of Offered Shares, the other Underwriters shall have the right, but shall not be obligated, to purchase on a pro rata basis (or in such other proportion as the remaining Underwriters may mutually agree) all, but not less than all, of the Offered Shares which would otherwise have been purchased by the Underwriter which fails to purchase. If such right is not exercised, the Underwriters that are able and willing to purchase shall be relieved of all obligations to the Company and the Selling Shareholders on submission to the Company and the Selling Shareholders of reasonable evidence of their ability and willingness to fulfill their obligations hereunder at the Closing Time or the Option Closing Time, as applicable, and the Company and the Selling Shareholder shall be relieved of all obligations to such Underwriters, except in respect of any liability which may have arisen or may thereafter arise under Sections 11 and 12. For clarity, if the number of Defaulted Securities is 10% or less of the number of Offered Shares, the other Underwriters shall be severally obligated to purchase on a pro rata basis (or in such proportion as the remaining Underwriters may agree) all but not less than all of the Defaulted Securities. Nothing in this Section 15.2 shall oblige the Company or the Selling Shareholders to sell less than all of the aggregate amount of the Treasury Shares and Secondary Shares, respectively, or shall relieve any Underwriter in default hereunder from liability to the Company or the Selling Shareholders.

15.3 Nothing in this Agreement shall impose on any Underwriter liability to the Company or any Selling Shareholder in respect of the default by the other Underwriter of its obligations under this Agreement.

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16. Conditions

All of the terms and conditions contained in this Agreement to be satisfied by the Company or the Selling Shareholders prior to the Closing Time or the Option Closing Time, as applicable, shall be construed as conditions, and any breach or failure by the Company or the Selling Shareholders to comply with any of such terms and conditions shall entitle an Underwriter to terminate such Underwriter’s obligations to purchase the Offered Shares by written notice to that effect given to the Company and the Selling Shareholders prior to the Closing Time or the Option Closing Time, as applicable. It is understood and agreed that an Underwriter may waive in whole or in part, or extend the time for compliance with, any of such terms and conditions without prejudice to its rights in respect of any such terms and conditions or any other or subsequent breach or non-compliance; provided, however, that to be binding, any such waiver or extension must be in writing. If an Underwriter elects to terminate such Underwriter’s obligations to purchase the Offered Shares as aforesaid, whether the reason for such termination is within or beyond the control of the Company or the Selling Shareholders, the liability of the Company and the Selling Shareholders hereunder shall be limited to the indemnity referred to in Section 11 hereof and the payment of expenses referred to in Section 12 hereof.

17. Survival

All warranties, representations, covenants and agreements of the Company and the Selling Shareholders herein contained or contained in any other Transaction Documents shall survive the purchase by the Underwriters of the Offered Shares and shall continue in full force and effect for the period hereinafter described, regardless of any investigation which the Underwriters may carry out or which may be carried out on behalf of the Underwriters or otherwise and notwithstanding any subsequent disposition by the Underwriters of the Offered Shares. Such warranties, representations, covenants and agreements of the Company and the Selling Shareholders shall survive for such maximum period of time as the Underwriters may be entitled to commence an action, or exercise a right of rescission, with respect to a misrepresentation contained in the Prospectuses, or Supplementary Material or either of them, pursuant to Canadian Securities Laws in any of the Qualifying Jurisdictions.

18. Notice

Any notice or other communication required or permitted to be given hereunder shall be in writing to the following addresses:

in the case of the Selling Shareholders:

Hylton Karon & Susan Karon
525 Denison St., Unit 1
Markham, ON L3R 1B8

Attention: Hylton Karon
E-mail: [email protected]

with a copy to:

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Fogler, Rubinoff LLP
40 King Street West, Suite 2400
P.O. Box #215
Toronto, ON M5H 3Y2

Attention: Eric R. Roblin
E-mail: [email protected]

in the case of the Company:

iFabric Corp.
525 Denison Street, Unit 1
Markham, ON L3R 1B8

Attention: Hylton Karon
E-mail: [email protected]

with a copy to:

Fogler, Rubinoff LLP
40 King Street West, Suite 2400
P.O. Box #215
Toronto, ON M5H 3Y2

Attention: Eric R. Roblin
E-mail: [email protected]

in the case of the Underwriters, to the Lead Underwriter:

Beacon Securities Limited.
66 Wellington Street West, Suite 4050
Toronto, ON M5K 1H1

Attention: Alistair Maxwell
E-mail: [email protected]

with a copy to:

Cassels Brock & Blackwell LLP
Suite 3200, Bay Adelaide Centre – North Tower
40 Temperance St.
Toronto, ON M5H 0B4 Canada

Attention: Jay King
E-mail: [email protected]

The Company, the Selling Shareholders or any Underwriter may change its address for notice by notice given in the manner aforesaid. Any such notice or other communication shall be deemed to have been given on the day on which it was delivered or sent by e-mail if received

during normal business hours; otherwise, it shall be deemed to have been received by 9:00 a.m. (Toronto time) on the next Business Day.

19. Not Fiduciaries

The Company and the Selling Shareholders hereby acknowledge that the Underwriters are acting solely as underwriters in connection with the Offering. The Company and the Selling Shareholders further acknowledge that the Underwriters are acting pursuant to a contractual relationship created solely by this Agreement entered into on an arm’s length basis, and in no event do the parties intend that the Underwriters act or be responsible as fiduciaries to the Company, the Selling Shareholders, their respective management, securityholders or creditors or any other person in connection with any activity that the Underwriters may undertake or have undertaken in furtherance of such Offering, either before or after the date thereof. The Company, the Selling Shareholders and the Underwriters agree that they are each responsible for making their own independent judgments with respect to the transactions contemplated by this Agreement and that any opinions or views expressed by the Underwriters to the Company or the Selling Shareholders regarding such transactions, including, but not limited to, any opinions or views with respect to the price or market for the Offered Shares, do not constitute recommendations to the Company or the Selling Shareholders.

20. Time of Essence

Time shall be of the essence of this Agreement.

21. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein and the courts of such province shall have non-exclusive jurisdiction over any dispute hereunder.

22. Counterparts

This Agreement may be executed and delivered (including by electronic transmission or portable document format (PDF)) in one or more counterparts, and by the different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original, but all of which taken together shall constitute one and the same agreement.

[Remainder of page intentionally left blank; signature page follows]

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If the foregoing is in accordance with your understanding and is agreed to by you, please confirm your acceptance by signing the enclosed copies of this Agreement.

Yours very truly,

BEACON SECURITIES LIMITED

By: (signed) “Alistair Maxwell”
Name: Alistair Maxwell
Title: Chairman and Chief Executive Officer

STIFEL NICOLAUS CANADA INC.

By: (signed) “Gary Skene”
Name: Gary Skene
Title: Managing Director, Head of IB Canada

ATB CAPITAL MARKETS CORP.

By: (signed) “Mario Maruzzo”
Name: Mario Maruzzo
Title: Managing Director

HAYWOOD SECURITIES INC.

By: (signed) “Peter Graham”
Name: Peter Graham
Title: Managing Director

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Accepted and agreed to as of the date first written above.

By: (signed) "Hylton Karon"
Name: Hylton Karon

By: (signed) "Susan Karon"
Name: Susan Karon

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Accepted and agreed to as of the date first written above.

iFABRIC CORP.

By: (signed) “Hylton Karon”

Name: Hylton Karon

Title: President & Chief Executive Officer

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SCHEDULE A

UNITED STATES OFFERS AND SALES

As used in this Schedule “A” the following terms shall have the meanings indicated:

“Directed Selling Efforts” means “directed selling efforts” as that term is defined in Rule 902 of Regulation S. Without limiting the foregoing, but for greater clarity in this Schedule “A”, it means, subject to the exclusions from the definition of directed selling efforts contained in Regulation S, any activity undertaken for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United States for the Treasury Shares and includes the placement of any advertisement in a publication with a general circulation in the United States that refers to the Treasury Offering;

“Foreign Issuer” means a foreign issuer as that term is defined in Rule 902 of Regulation S;

“General Solicitation” and “General Advertising” mean “general solicitation” and “general advertising”, respectively, as used in Rule 502(c) of Regulation D, including advertisements, articles, notices or other communications published in any newspaper, magazine or similar media or broadcast over radio or television, or any seminar or meeting whose attendees had been invited by general solicitation or general advertising;

“Investment Company Act” means the Investment Company Act of 1940, as amended, and the rules and regulations promulgated thereunder;

“Offshore Transaction” means an “offshore transaction” as that term is defined in Rule 902 of Regulation S;

“Qualified Institutional Buyer” means a “qualified institutional buyer” as that term is defined in Rule 144A;

“Regulation D” means Regulation D adopted by the SEC under the U.S. Securities Act;

“Regulation M” means Regulation M adopted by the SEC under the U.S. Exchange Act;

“Regulation S” means Regulation S adopted by the SEC under the U.S. Securities Act;

“Rule 144A” means Rule 144A adopted by the SEC under the U.S. Securities Act;

“SEC” means the United States Securities and Exchange Commission;

“Substantial U.S. Market Interest” means “substantial U.S. market interest” as that term is defined in Rule 902 of Regulation S;

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"United States" means the United States of America, its territories and possessions, any State of the United States, and the District of Columbia;

"U.S. Accredited Investor" means an "accredited investor" as that term is defined in Rule 501(a) of Regulation D under the U.S. Securities Act;

"U.S. Exchange Act" means the United States Securities Exchange Act of 1934, as amended; and

"U.S. Securities Act" means the United States Securities Act of 1933, as amended.

All other capitalized terms used but not otherwise defined in this Schedule "A" shall have the meanings assigned to them in the underwriting agreement to which this Schedule "A" is attached.

Representations, Warranties and Covenants of the Underwriters

Each Underwriter, separately and not jointly, acknowledges that the Treasury Shares have not been and will not be registered under the U.S. Securities Act and may not be offered or sold to any person within the United States except pursuant to an exemption from the registration requirements of the U.S. Securities Act and Applicable Securities Laws. Accordingly, each Underwriter, separately but not jointly, represents, warrants and covenants to the Company that:

The Underwriter has (A) offered and sold, and will offer and sell, Treasury Shares only (i) in an Offshore Transaction in accordance with Rule 903 of Regulation S or (ii) in the United States in accordance with Rule 144A as provided in Section 2 through Section 11 below; (B) has offered or will offer and the Company has sold or will sell to U.S. Accredited Investors in compliance with Rule 506(b) of Regulation D and/or pursuant to Section 4(a)(2) of the U.S. Securities Act and similar exemptions under applicable securities laws of any state of the United States, and has not engaged, and will not engage, in any conduct in the United States involving a public offering within the meaning of Section 4(a)(2) of the U.S. Securities Act. Accordingly, neither the Underwriter, its affiliates nor any persons acting on their behalf, has taken or will take any action that would cause the exemption afforded by Regulation S, Rule 144A, Rule 506(b) of Regulation D or Section 4(a)(2) of the U.S. Securities Act to be unavailable for offers and sales of Treasury Shares pursuant to this Agreement, or has engaged or will engage in, has made or will make or has facilitated or will facilitate the making of (except as permitted in Section 2 through Section 11) (i) any offer to sell or any solicitation of an offer to buy, any Treasury Shares to any person in the United States; (ii) any sale of Treasury Shares to any purchaser unless, at the time the buy order was or will have been originated, the purchaser was outside the United States, or such Underwriter, affiliate or person acting on behalf of either reasonably believed that such purchaser was outside the United States (except for any discretionary account or similar account (other than an estate or trust) held for the benefit or account of a non-U.S. person by a dealer or other professional fiduciary organized, incorporated, or (if an

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individual) resident in the United States); or (iii) any Directed Selling Efforts in the United States with respect to the Treasury Shares.

All offers and sales of the Treasury Shares in the United States in accordance with Rule 144A will be effected by or through the U.S. broker-dealer affiliate (the “U.S. Affiliate”) of the Underwriter, duly registered under the U.S. Securities Laws, or directly by the Underwriter pursuant to Rule 15a-6 under the U.S. Exchange Act, and will be effected in accordance with all applicable United States and applicable state securities law broker-dealer requirements. Each U.S. Affiliate of the Underwriter purchasing Offered Shares in the United States is a Qualified Institutional Buyer. All offers and sales of the Treasury Shares in the United States pursuant to Rule 506(b) of Regulation D and/or Section 4(a)(2) of the U.S. Securities Act will be made directly by the Corporation on a substituted purchaser basis and the Underwriter and its U.S. Affiliate shall act in the capacity as placement agent for such sales.
Any offer, sale or solicitation of an offer to buy Treasury Shares that has been made or will be made in the United States was or will be made (i) in accordance with Rule 144A only to persons it reasonably believes to be Qualified Institutional Buyers, or (ii) in accordance with Rule 506(b) of Regulation D and/or Section 4(a)(2) of the U.S. Securities Act only to persons it reasonably believes to be U.S. Accredited Investors, as applicable.
Immediately prior to soliciting such offerees, the Underwriter had reasonable grounds to believe and did believe that each offeree was (i) a Qualified Institutional Buyer, or (ii) a U.S. Accredited Investor, as applicable.
No form of General Solicitation or General Advertising has been or will be used, including advertisements, articles, notices or other communications published in any newspaper, magazine, or similar media or broadcast over radio or television, or any seminar or meeting whose attendees had been invited by general solicitation or general advertising, in connection with the offer or sale of the Treasury Shares in the United States.
At closing, the Underwriter, together with its U.S. Affiliate selling Treasury Shares in the United States, will provide a certificate, substantially in the form of Exhibit A to this Schedule relating to the manner of the offer and sale of the Treasury Shares in the United States, or will be deemed to have represented and warranted for the benefit of the Company that neither the Underwriter nor the U.S. Affiliate offered or sold Treasury Shares in the United States.
The Underwriter and the U.S. Affiliate shall inform all purchasers to whom such Underwriter or U.S. Affiliate sells Treasury Shares in the United States that such securities have not been and will not be registered under the U.S. Securities Act and are being sold to it in reliance on the exemption from registration under the U.S. Securities Act provided by Rule 144A thereunder, Rule 506(b) of Regulation D thereunder and/or Section 4(a)(2) thereunder. All such purchasers who are Qualified Institutional Buyers shall be required to execute and deliver a qualified institutional

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buyer letter in the form attached to the U.S. Placement Memorandum as Exhibit I (the "Qualified Institutional Buyer Letter") and all such purchasers who are U.S. Accredited Investors shall be required to execute and deliver a subscription agreement for U.S. Accredited Investors in the form attached to the U.S. Memorandum as Exhibit II, including all exhibits and attachments thereto (the "Accredited Investor Subscription Agreement"), before the sale to such purchaser is made.

The Underwriter shall cause its U.S. Affiliate to deliver, at a reasonable time prior to the time of an offeree’s purchase of any Treasury Shares, a copy of the U.S. Placement Memorandum, together with the Prospectuses and any Supplementary Material, to each of its offerees in the United States, and no other written material has or shall be used in connection with the offer or sale of the Treasury Shares in the United States.
Prior to the Closing Time or the Option Closing Time, as applicable, the Underwriter will deliver to the Company signed copies of the Qualified Institutional Buyer Letter and/or the Accredited Investor Subscription Agreement, as applicable, in substantially the same form appended to the U.S. Placement Memorandum, from all persons in the United States to which it has sold Offered Shares.
At least one Business Day prior to the Closing Date or the Option Closing Date, as applicable, the Underwriter shall provide Computershare Investor Services Inc., the Company and the Selling Shareholders with a list of all purchasers of Treasury Shares in the United States.
The Underwriter has not entered and will not enter into any contractual arrangement with respect to the distribution of the Treasury Shares, except with its U.S. Affiliates, and selling group members or with the prior written consent of the Company. The Underwriter shall cause each of its U.S. Affiliates and each selling group member who may offer or sell Treasury Shares in the United States to agree, for the benefit of the Company, to the same provisions as are contained in the foregoing Section 1 through Section 10 thereof.
Neither the Underwriter nor any of its affiliates (including but not limited to its U.S. Affiliate) or any person acting on any of their behalf has taken or will take, directly or indirectly, any action in violation of Regulation M under the U.S. Exchange Act in connection with the offer and sale of the Treasury Shares.
As of the Closing Date, with respect to Treasury Shares to be offered and sold hereunder in reliance on Rule 506(b) of Regulation D (the "Regulation D Securities"), none of (i) the Underwriter, (ii) the Underwriter’s general partners or managing members, (iii) any of the Underwriter’s directors, executive officers or other officers participating in the offering of the Regulation D Securities, (iv) any of the Underwriter’s general partners’ or managing members’ directors, executive officers or other officers participating in the offering of the Regulation D Securities or (v) any other person associated with any of the above persons, that has been or will be paid (directly or indirectly) remuneration for solicitation of purchasers in connection with sale of Regulation D Securities (each, a "Dealer Covered Person"), is subject to any of

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the “Bad Actor” disqualifications described in Rule 506(d)(1) under Regulation D (a “Disqualification Event”), except for a Disqualification Event (i) covered by Rule 506(d)(2)(i) of Regulation D and (ii) a description of which has been furnished in writing to the Company prior to the date hereof. The Underwriter will notify the Company, prior to the Closing Date, of any agreement entered into between it and any such person in connection with such sale. The Underwriter will notify the Company, in writing, prior to the Closing Date, of (i) any Disqualification Event relating to any Dealer Covered Person not previously disclosed to the Company and (ii) any event that would, with the passage of time, become a Disqualification Event relating to any Dealer Covered Person.

The Underwriter acknowledges that the Compensation Options and the underlying Compensation Option Shares have not been registered under the U.S. Securities Act or any state securities laws. In connection with the issuance of the Compensation Options, the Underwriter is acquiring or will acquire the Compensation Options as principal for its own account and not for the benefit of any other person. The Underwriter is a U.S. Accredited Investor and acknowledges that the Compensation Options and the underlying Compensation Option Shares are being issued pursuant to an exemption from the registration requirements of the U.S. Securities Act and applicable state securities laws, and will be “restricted securities” within the meaning of Rule 144 under the U.S. Securities Act and may be reoffered and resold only in transactions exempt from the registration requirements of the U.S. Securities Act and applicable state securities laws. The Compensation Options may not be exercised and the underlying Compensation Option Shares may not be delivered, unless such exercise is exempt from registration under the U.S. Securities Act and applicable state securities laws.

Representations, Warranties and Covenants of the Company

The Company represents, warrants, covenants and agrees that:

The Company is a Foreign Issuer and reasonably believes there is no Substantial U.S. Market Interest in the Offered Shares.
Neither the Company nor any of its affiliates, nor any person acting on their behalf (other than the Underwriters, the U.S. Affiliates, the Selling Firms or any person acting on their behalf, as to whom the Company makes no representation) (i) has engaged or will engage in any Directed Selling Efforts with respect to the Treasury Shares, or in any form of General Solicitation or General Advertising or in any conduct involving a public offering within the meaning of Section 4(a)(2) of the U.S. Securities Act with respect to offers or sales of the Treasury Shares in the United States, or (ii) has taken or will take any action that would cause the exemption afforded by Rule 144A, Rule 506(b) under Regulation D, or Regulation S to be unavailable for offers and sales of Treasury Shares pursuant to this Agreement.
Neither the Company nor any of its affiliates, nor any person acting on its or their behalf (other than the Underwriters, the U.S. Affiliates, the Selling Firms or any person acting on their behalf, as to whom the Company makes no representation), has made or will

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make: (i) any offer to sell, or any solicitation of an offer to buy, any Treasury Shares in the United States; or (ii) any sale of Treasury Shares to any purchaser unless, at the time the buy order was or will have been originated, either (A) such purchaser is outside the United States, or (B) the Company, its affiliates, and any person acting on their behalf (other than the Underwriters, the U.S. Affiliates, the Selling Firms or any person acting on their behalf, as to whom the Company makes no representation) reasonably believe that such purchaser is outside the United States (except for any discretionary account or similar account (other than an estate or trust) held for the benefit or account of a non-U.S. person by a dealer or other professional fiduciary organized, incorporated or (if an individual) resident in the United States).

The Treasury Shares are not, and as of the Closing Time or the Option Closing Time, as applicable, the Treasury Shares will not be, and no securities of the same class as the Treasury Shares are or will be, (i) listed on a national securities exchange in the United States registered under Section 6 of the U.S. Exchange Act; (ii) quoted in an “automated inter-dealer quotation system”, as such term is used in the U.S. Exchange Act; or (iii) convertible or exchangeable at an effective conversion premium (calculated as specified in Section (a)(6) of Rule 144A) of less than ten (10) percent for securities so listed or quoted.
The Company is not now and as a result of the sale of the Treasury Shares contemplated hereby will not be required to register as an “investment company” pursuant to the United States Investment Company Act of 1940, as amended.
The Company has not, in the past thirty days, directly or indirectly, solicited any offer to buy, sold or offered to sell or will, in the thirty days after the completion of the offering of Treasury Shares, solicit any offer to buy, sell or offer to sell any of its securities in a manner that would be integrated with the sale of the Treasury Shares and require that the Treasury Shares be registered under the U.S. Securities Act.
None of the Company, its affiliates or any person acting on any of their behalf (other than the Underwriters, the U.S. Affiliates, their respective affiliates and any person acting on any of their behalf, as to which the Company makes no representation, warranty, covenant or agreement) has taken or will take, directly or indirectly, any action in violation of Regulation M under the U.S. Exchange Act in connection with the offer and sale of the Treasury Shares.
None of the Company or any of its predecessors or affiliates has been subject to any order, judgment or decree of any court of competent jurisdiction temporarily, preliminarily or permanently enjoining such person for failure to comply with Rule 503 of Regulation D.
With respect to Regulation D Securities offered and sold hereby, if any, none of the Company, any of its predecessors, any affiliated issuer issuing Regulation D Securities, any director, executive officer or other officer of the Company participating in the offering of Regulation D Securities, any beneficial owner of 20% or more of the Company’s outstanding voting equity securities, calculated on the basis of voting

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power, or any promoter (as that term is defined in Rule 405 under the U.S. Securities Act) connected with the Company in any capacity at the time of sale of the Regulation D Securities (but excluding any Dealer Covered Person, as to whom no representation, warranty or covenant is made) (each, an “Issuer Covered Person”) is subject to any Disqualification Event. The Company has exercised reasonable care to determine whether any Issuer Covered Person is subject to a Disqualification Event. If applicable, the Company has complied with its disclosure obligations under Rule 506(e) under Regulation D, and has furnished to the Underwriters and their affiliates a copy of any disclosures provided thereunder.

The Company is not aware of any person (other than the Underwriters, their affiliates and any selling person that has made in writing, in favour of the Company, the representations set forth in “Representations, Warranties and Covenants of the Underwriters” above as if it were the Underwriter) that has been or will be paid (directly or indirectly) remuneration for solicitation of purchasers in connection with the sale of any Regulation D Securities.
The Company will, within prescribed time periods, prepare and file any forms or notices required under the U.S. Securities Act or the applicable securities laws of any state of the United States in connection with the offer and sale of the Offered Shares to, or for the account or benefit of, persons in the United States, including filing a Form D with the United States Securities and Exchange Commission, if applicable.

Representations, Warranties and Covenants of the Selling Shareholders

Each of the Selling Shareholders represents, warrants, covenants and agrees that neither the Selling Shareholder nor any of its affiliates, nor any person acting on their behalf (other than the Underwriters, the U.S. Affiliates, the Selling Firms, or any person acting on their behalf, as to whom the Selling Shareholder makes no representation) (i) has engaged or will engage in any Directed Selling Efforts with respect to the Offered Shares, or (ii) has taken or will take any action that would cause the exemption afforded by Rule 144A, Rule 506(b) of Regulation D, Section 4(a)(2) of the U.S. Securities Act or Regulation S to be unavailable for offers and sales of Offered Shares pursuant to this Agreement.
None of the Selling Shareholders nor any of their respective affiliates, nor any person acting on their behalf (other than the Underwriters, the U.S. Affiliates, the Selling Firms or any person acting on their behalf, as to whom the Selling Shareholders make no representation), has made or will make: (i) any offer to sell, or any solicitation of an offer to buy, any Offered Shares in the United States; or (ii) any sale of Offered Shares to any purchaser unless, at the time the buy order was or will have been originated, either (A) such purchaser is outside the United States, or (B) the Selling Shareholders, their respective affiliates, and any person acting on their behalf (other than the Underwriters, the U.S. Affiliates, the Selling Firms or any person acting on their behalf, as to whom the Selling Shareholders make no representation) reasonably believe that such purchaser is outside the United States (except for any discretionary account or similar account (other than an estate or trust) held for the benefit or account of a non-

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U.S. person by a dealer or other professional fiduciary organized, incorporated or (if an individual) resident in the United States).

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EXHIBIT A TO SCHEDULE A

UNDERWRITERS' CERTIFICATE

In connection with the private placement in the United States of the Offered Shares of iFabric Corp.. (the “Company”) pursuant to the underwriting agreement dated May 20, 2026 among the Underwriters named therein, the Selling Shareholders (as defined therein) and the Company (the “Underwriting Agreement”), each of the undersigned does hereby certify as follows:

[Name of U.S. broker-dealer affiliate] is a Qualified Institutional Buyer, a duly registered broker or dealer with the United States Securities and Exchange Commission and is on the date hereof, and was at the time of each offer and sale by it of the Treasury Shares, a member of and in good standing with the Financial Industry Regulatory Authority, Inc. and all offers and sales of Treasury Shares in the United States have been and will be effected by [Name of U.S. broker-dealer affiliate] in accordance with all U.S. broker-dealer requirements or by the Underwriter pursuant to the exemption provided under Rule 15a-6 of the U.S. Exchange Act;
each offeree solicited by us in the United States was provided, at a reasonable time prior to such offeree’s purchase of any Offered Shares, with a copy of the U.S. private placement memorandum (the “U.S. Placement Memorandum”), including the Preliminary Prospectus, the Final Prospectus, and the documents incorporated by reference therein for the Treasury Offering in the United States and no other written material was used in connection with the offer and sale of the Treasury Shares in the United States;
immediately prior to our transmitting such U.S. Placement Memorandum to such offerees in the United States, we had reasonable grounds to believe and did believe that each such offeree was, and we continue to believe that each such offeree who is purchasing Treasury Shares from us in the United States is either (i) a “qualified institutional buyer”, as defined in Rule 144A under the United States Securities Act of 1933, as amended (the “Securities Act”), or (ii) an “accredited investor”, as defined in Rule 501(a) of Regulation D under the Securities Act;
no form of “general solicitation” or “general advertising” (as those terms are used in Regulation D under the Securities Act) was used by us, including advertisements, articles, notices or other communications in any newspaper, magazine or similar media or broadcast over radio or television, or any seminar or meeting whose attendees had been invited by general solicitation or general advertising, in connection with the offer or sale of the Treasury Shares in the United States;
prior to any sale by us of the Treasury Shares in the United States, we caused each purchaser to execute and deliver (i) a Qualified Institutional Buyer Letter in substantially the same form appended to the U.S. Placement Memorandum as Exhibit I, or (ii) a subscription agreement for accredited investors in substantially the same form appended to the U.S. Memorandum as Exhibit II, including all exhibits and attachments thereto, as applicable, copies of which have been delivered to the Company and the Selling Shareholders;

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no Dealer Covered Person is subject to disqualifications under Rule 506(d) under Regulation D;
neither we, nor our affiliates nor any person acting on any of our behalf have taken or will take, directly or indirectly, any action in violation of Regulation M under the U.S. Exchange Act in connection with the offer and sale of the Offered Shares; and
all offers and sales of the Treasury Shares in the United States have been conducted by us in accordance with the terms of the Underwriting Agreement.

Terms used in this certificate have the meanings given to them in the Underwriting Agreement unless otherwise defined herein.

DATED this ___ day of ____, 2026.

[UNDERWRITER] [U.S. BROKER-DEALER AFFILIATE]

Per: ____
Name: ____
Title: ___

AI assistant

iFabric Corp. Capital/Financing Update 2026

46118_rns_2026-05-20_56043352-a3bb-4262-863d-c9be39ab045a.pdf

UNDERWRITING AGREEMENT

Terms and Conditions

1. Definitions and Interpretation

1.1 Whenever used in this Agreement:

2.2 The Company shall:

3. Covenants of the Underwriters

4. Covenants of the Company

6. Deliveries

10. Closing of the Offering

13. Termination

15. Underwriters' Obligation to Purchase Offered Shares

16. Conditions

17. Survival

18. Notice

19. Not Fiduciaries

20. Time of Essence

21. Governing Law

22. Counterparts

SCHEDULE A

UNITED STATES OFFERS AND SALES

Representations, Warranties and Covenants of the Underwriters

Representations, Warranties and Covenants of the Company

Representations, Warranties and Covenants of the Selling Shareholders

EXHIBIT A TO SCHEDULE A

UNDERWRITERS' CERTIFICATE

AI assistant

iFabric Corp. — Capital/Financing Update 2026

46118_rns_2026-05-20_56043352-a3bb-4262-863d-c9be39ab045a.pdf

UNDERWRITING AGREEMENT

Terms and Conditions

1. Definitions and Interpretation

1.1 Whenever used in this Agreement:

2.2 The Company shall:

3. Covenants of the Underwriters

4. Covenants of the Company

6. Deliveries

10. Closing of the Offering

13. Termination

15. Underwriters' Obligation to Purchase Offered Shares

16. Conditions

17. Survival

18. Notice

19. Not Fiduciaries

20. Time of Essence

21. Governing Law

22. Counterparts

SCHEDULE A

UNITED STATES OFFERS AND SALES

Representations, Warranties and Covenants of the Underwriters

Representations, Warranties and Covenants of the Company

Representations, Warranties and Covenants of the Selling Shareholders

EXHIBIT A TO SCHEDULE A

UNDERWRITERS' CERTIFICATE

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